Cover Page
Cover Page - USD ($) | 11 Months Ended | ||
Sep. 30, 2021 | Dec. 17, 2021 | Mar. 31, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Entity Registrant Name | Far Peak Acquisition Corp | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001829426 | ||
Document Fiscal Year Focus | 2021 | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2021 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, State or Province | NY | ||
Title of 12(b) Security | Class A ordinary shares | ||
Trading Symbol | FPAC | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 586,200,000 | ||
Entity File Number | 001-39749 | ||
Entity Tax Identification Number | 98-1563569 | ||
Entity Address, Address Line One | 511 6th Ave #7342 | ||
Entity Address, City or Town | New York | ||
Entity Address, Postal Zip Code | 10011 | ||
City Area Code | 917 | ||
Local Phone Number | 737-1541 | ||
ICFR Auditor Attestation Flag | false | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | ||
Trading Symbol | FPAC.U | ||
Security Exchange Name | NYSE | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | FPAC.W | ||
Security Exchange Name | NYSE | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 60,000,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,750,000 |
Condensed Balance Sheet
Condensed Balance Sheet | Sep. 30, 2021USD ($) |
Current assets: | |
Cash | $ 172,454 |
Prepaid expenses | 642,917 |
Total current assets | 815,371 |
Investments held in Trust Account | 600,209,262 |
Total Assets | 601,024,633 |
Current liabilities: | |
Accrued expenses | 5,155,500 |
Accounts payable | 29,474 |
Total current liabilities | 5,184,974 |
Deferred legal fees | 400,000 |
Deferred underwriting commissions | 15,437,500 |
Derivative warrant liabilities | 46,710,000 |
Total liabilities | 67,732,474 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption; 60,000,000 shares at $10.00 per share | 600,000,000 |
Shareholders' Deficit | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |
Additional paid-in capital | 0 |
Accumulated deficit | (66,708,816) |
Total shareholders' deficit | (66,707,841) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 601,024,633 |
Common Class A [Member] | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption; 60,000,000 shares at $10.00 per share | 600,000,000 |
Shareholders' Deficit | |
Common Stock Value | 0 |
Common Class B [Member] | |
Shareholders' Deficit | |
Common Stock Value | $ 975 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | ||||
Preferred stock shares issued | 0 | ||||
Preferred stock shares outstanding | 0 | ||||
Common Class A [Member] | |||||
Temporary equity shares outstanding | 60,000,000 | ||||
Temporary equity redemption price per share | $ 10 | ||||
Common stock par or stated value per share | $ 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 |
Common stock shares authorized | 500,000,000 | ||||
Common stock shares issued | 0 | ||||
Common stock shares outstanding | 0 | ||||
Common Class B [Member] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | ||||
Common stock shares issued | 9,750,000 | ||||
Common stock shares outstanding | 9,750,000 |
Condensed Statement of Operatio
Condensed Statement of Operations | 11 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 7,010,698 |
Loss on operations | (7,010,698) |
Other income (expenses): | |
Change in fair value of derivative warrant liabilities | 7,290,000 |
Loss on sale of Private Placement Warrants | (3,500,000) |
Offering costs—derivative warrant liabilities | (1,684,760) |
Income from investments held in Trust Account | 209,262 |
Net loss | $ (4,696,196) |
Common Class A [Member] | |
Other income (expenses): | |
Weighted average shares outstanding | shares | 51,623,188 |
Basic and diluted net (loss) income per share | $ / shares | $ (0.08) |
Common Class B [Member] | |
Other income (expenses): | |
Weighted average shares outstanding | shares | 9,750,000 |
Basic and diluted net (loss) income per share | $ / shares | $ (0.08) |
Condensed Statement of Changes
Condensed Statement of Changes In Shareholders' Equity - USD ($) | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Oct. 18, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in Shares) at Oct. 18, 2020 | 0 | 0 | |||||
Net loss | $ (5,870,430) | ||||||
Beginning balance at Oct. 18, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | ||
Beginning balance (in Shares) at Oct. 18, 2020 | 0 | 0 | |||||
Net loss | 17,816,636 | ||||||
Beginning balance at Oct. 18, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | ||
Beginning balance (in Shares) at Oct. 18, 2020 | 0 | 0 | |||||
Net loss | 6,059,159 | ||||||
Beginning balance at Oct. 18, 2020 | 0 | $ 0 | $ 0 | 0 | 0 | ||
Beginning balance (in Shares) at Oct. 18, 2020 | 0 | 0 | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 975 | 24,025 | ||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 9,750,000 | ||||||
Accretion of Class A ordinary shares to redemption amount | (62,036,645) | $ (62,036,645) | (24,025) | (62,012,620) | |||
Net loss | (4,696,196) | (4,696,196) | |||||
Ending balance at Sep. 30, 2021 | $ (66,707,841) | $ 0 | $ 975 | $ 0 | $ (66,708,816) | ||
Ending balance (in Shares) at Sep. 30, 2021 | 0 | 9,750,000 | |||||
Net loss | 23,687,066 | ||||||
Net loss | $ (11,757,477) |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 11 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,696,196) |
Adjustments to reconcile net loss to cash used in operating activities: | |
General and administrative expenses paid by Sponsor under promissory note | 31,015 |
Change in fair value of derivative warrant liabilities | (7,290,000) |
Offering costs—derivative warrant liabilities | 1,684,760 |
Income from investments held in Trust Account | (209,262) |
Loss on sale of Private Placement Warrants | 3,500,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (642,917) |
Accrued expenses | 5,155,500 |
Accounts payable | 29,474 |
Net cash used in operating activities | (2,437,626) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (600,000,000) |
Net cash used in investing activities | (600,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (195,396) |
Proceeds received from initial public offering, gross | 600,000,000 |
Proceeds received from private placement | 10,500,000 |
Offering costs paid | (11,294,524) |
Reimbursement from underwriters | 3,600,000 |
Net cash provided by financing activities | 602,610,080 |
Net change in cash | 172,454 |
Cash—beginning of the period | 0 |
Cash—end of the period | 172,454 |
Supplemental disclosure of noncash financing activities: | |
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Offering costs funded with note payable—related party | 164,381 |
Deferred legal fees | 400,000 |
Deferred underwriting commissions | $ 15,437,500 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 11 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Far Peak Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 19, 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 or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from October 19, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and since closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Far Peak LLC, a Cayman Islands exempted limited liability company sponsor (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 2, 2020. On December 7, 2020, the Company consummated its Initial Public Offering of 55,000,000 units (the “Units” and with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $550.0 million, and incurring offering costs of approximately $23.7 million, inclusive of $7.5 million in underwriting commissions, approximately $15.4 million in deferred underwriting commissions (Note 6), $400,000 in deferred legal fees, approximately $4.0 million of other expenses, and net of reimbursement from the underwriters of $3.6 million. The underwriters were granted a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 7,000,000 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 and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investor” or “Anchor Investors”), generating gross proceeds of $10.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $550.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement, and upon the completion of the Over-Allotment Option a further $50.0 million of net proceeds of the sale of Units, were placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, including the Over-Allotment Option, and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and any Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial opportunity to redeem their Public Shares upon approval of any such amendment at a per-share The Company will have until 24 months from the closing of the Initial Public Offering, or December 7, 2022 (or 27 months from the closing of the Initial Public Offering, or March 7, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed the initial Business Combination within such 24 month period) to consummate a Business Combination, the Combination Period. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Bullish Transaction On July 8, 2021, as disclosed in the Company’s Form 8-K Concurrently with the execution of the BCA, certain investors (the “PIPE Investors”) entered into share subscription agreements pursuant to which the PIPE Investors have committed to subscribe for and purchase Bullish Class A ordinary shares at $10.00 per share for an aggregate purchase price of $300,000,000. The PIPE Investors include existing shareholders of Bullish Global or their respective affiliates. One PIPE Investor (the “Anchor Subscriber”), who has subscribed for 7,500,000 Bullish Class A ordinary shares for an aggregate purchase price of $75,000,000, has also entered into a Securities Purchase Agreement with Bullish and the Sponsor pursuant to which the Anchor Subscriber will purchase, for $1.00 per warrant for Bullish Class A ordinary shares (each, a “Bullish Warrant”), from the Sponsor or the Anchor Investor, 3,000,000 outstanding Bullish Warrants. Concurrently with the execution of the BCA, the Sponsor, the Company, certain insiders of the Company and Bullish entered into an amendment to that certain Letter Agreement, dated as of December 4, 2020, by and among the Sponsor and those certain insiders (the “Letter Agreement Amendment”), to be effective upon closing, with respect to certain lock-up Additionally, the Sponsor agreed that at the closing of the Bullish Transaction, it would (a) (i) forfeit for cancellation 1,950,000 Bullish Class A ordinary shares at the closing of the Bullish Transaction if more than 15,000,000 Class A ordinary shares of the Company are validly tendered for redemption and not withdrawn (the “Forfeiture”), or (ii) if no such Forfeiture occurs, be subject to additional lock-up Concurrently with the execution of the BCA, each Anchor Investor has each entered into a side letter agreement (each, a “Side Letter” and collectively, the “Side Letters”) amending such Anchor Investor’s Subscription Agreement, dated November 12, 2020, by and between such Anchor Investor, the Company and the Sponsor (the BR Subscription Agreements”) which provides that such Anchor Investor will not, within certain periods of time from the closing of the Bullish Transaction and subject to certain exceptions, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate with respect to or decrease a call equivalent position, any of the Bullish Class A ordinary shares issued in connection with the Bullish Transaction, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or publicly announce any intention to effect any such transaction. Pursuant to the BR Subscription Agreements, the Sponsor has agreed to transfer 1,950,000 Class B ordinary shares of the Company (which will convert into 1,950,000 Bullish Class A ordinary shares) to the Anchor Investors at the price the sponsor originally paid for such shares (which was nominal). Pursuant to the Side Letters, the Anchor Investors agreed that (a) (i) if the Forfeiture occurs, the sponsor will convey to them 390,000 fewer Bullish Class A ordinary shares than the Anchor Investors otherwise would have received pursuant to the BR Subscription Agreements, and (ii) if no such Forfeiture occurs, such 390,000 Bullish Class A ordinary shares will be subject to additional lock-up In connection with the Bullish Transaction, certain related agreements have been, or will be, entered into on or prior to the closing of the Bullish Transaction, including: the Lock-Up Non-Competition Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Restatement of Previously Reported Financial Statements In preparation of the Company’s financial statements for the period from October 19, 2020 (inception) through September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K (“Post-IPO 10-Qs periods ended December 31, 2020, March 31, 2021 and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this annual report. The impact of the restatement to the Post-IPO As of December 7, 2020: As Reported in Adjustment As Restated Total assets $ 553,008,567 $ — $ 553,008,567 Total liabilities $ 16,268,864 $ 50,666,666 $ 66,935,530 Class A ordinary shares subject to possible redemption 531,739,700 18,260,300 550,000,000 Preference shares, par value $0.0001 — — — Class A ordinary shares, par value $0.0001 183 (183 ) — Class B ordinary shares, par value $0.0001 975 — 975 Additional paid-in 5,077,737 (5,077,737 ) — Accumulated deficit (78,892 ) (63,849,046 ) (63,927,938 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (68,926,966 ) $ (63,926,963 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 553,008,567 $ — $ 553,008,567 The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As of December 31, 2020: (unaudited) As Previously Reported(1) Adjustment As Restated Total assets $ 602,591,091 $ — $ 602,591,091 Total liabilities $ 70,473,166 $ — $ 70,473,166 Class A ordinary shares subject to possible redemption 527,117,920 72,882,080 600,000,000 Preference shares, par value $0.0001 — — — Class A ordinary shares, par value $0.0001 729 (729 ) — Class B ordinary shares, par value $0.0001 975 — 975 Additional paid-in 10,868,731 (10,868,731 ) — Accumulated deficit (5,870,430 ) (62,012,620 ) (67,883,050 ) Total shareholders’ equity (deficit) $ 5,000,005 $ (72,882,080 ) $ (67,882,075 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 602,591,091 $ — $ 602,591,091 (1) As restated in quarterly report on Form 10-Q/A filed with the SEC on June 1, 2021 for the period ended December 31, 2020. The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from October 19, 2020 (inception) through December 31, 2020: For the Period from October 19, 2020 (inception) through December 31, 2020 (unaudited) As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 481,073,030 $ (481,073,030 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 46,044,890 $ (46,044,890 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Adjustment As Restated Total assets $ 602,412,906 $ — $ 602,412,906 Total liabilities $ 46,607,916 $ — $ 46,607,916 Class A ordinary shares subject to possible redemption 550,804,980 49,195,020 600,000,000 Preference shares, par value $0.0001 — — — Class A ordinary shares, par value $0.0001 492 (492 ) — Class B ordinary shares, par value $0.0001 975 — 975 Additional paid-in — — — Retained earnings (accumulated Deficit) 4,998,543 (49,194,528 ) (44,195,985 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (49,195,020 ) $ (44,195,010 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 602,412,906 $ — $ 602,412,906 The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from October 19, 2020 (inception) through March 31, 2021: For the Period from October 19, 2020 (inception) through March 31, 2021 (unaudited) As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 481,073,030 $ (481,073,030 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 69,731,950 $ (69,731,950 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021: (unaudited) As Previously Adjustment As Restated Total assets $ 601,806,657 $ — $ 601,806,657 Total liabilities $ 57,759,144 $ — $ 57,759,144 Class A ordinary shares subject to possible redemption 539,047,510 60,952,490 600,000,000 Preference shares, par value $0.0001 — — — Class A ordinary shares, par value $0.0001 609 (609 ) — Class B ordinary shares, par value $0.0001 975 — 975 Additional paid-in — — — Retained earnings (accumulated Deficit) 4,998,419 (60,951,881 ) (55,953,462 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (60,952,490 ) $ (55,952,487 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 601,806,657 $ — $ 601,806,657 The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from October 19, 2020 (inception) through June 30, 2021: For the Period from October 19, 2020 (inception) through June 30, 2021 (unaudited) As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 481,073,030 $ (481,073,030 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 57,974,480 $ (57,974,480 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share for Class A ordinary shares As Previously Adjustment As Restated For the period from October 19, 2020 (inception) through December 31, 2020 (unaudited): Net loss $ (5,870,430 ) $ — $ (5,870,430 ) Weighted average shares outstanding 57,200,000 (37,338,889 ) 19,861,111 Basic and diluted loss per share $ — $ (0.20 ) $ (0.20 ) Three months ended March 31, 2021 (unaudited): Net income $ 23,687,066 $ — $ 23,687,066 Weighted average shares outstanding 60,000,000 — 60,000,000 Basic and diluted earnings per share $ — $ 0.34 $ 0.34 For the period from October 19, 2020 (inception) through March 31, 2021 (unaudited): Net income $ 17,816,636 $ — $ 17,816,636 Weighted average shares outstanding 59,391,304 (17,230,810 ) 42,160,494 Basic and diluted earnings per share $ — $ 0.34 $ 0.34 Three months ended June 30, 2021 (unaudited) Net loss $ (11,757,477 ) $ — $ (11,757,477 ) Weighted average shares outstanding 60,000,000 — 60,000,000 Basic and diluted loss per share $ — $ (0.17 ) $ (0.17 ) For the period from October 19, 2020 (inception) through June 30, 2021 (unaudited): Net income $ 6,059,159 $ — $ 6,059,159 Weighted average shares outstanding 59,660,194 (11,083,119 ) 48,577,075 Basic and diluted earnings per share $ — $ 0.10 $ 0.10 Earnings Per Share for Class B ordinary shares As Previously Adjustment As Restated For the period from October 19, 2020 (inception) through December 31, 2020 (unaudited): Net loss $ (5,870,430 ) $ — $ (5,870,430 ) Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted loss per share $ (0.60 ) $ 0.40 $ (0.20 ) Three months ended March 31, 2021 (unaudited): Net income $ 23,687,066 $ — $ 23,687,066 Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted earnings per share $ 2.41 $ (2.07 ) $ 0.34 For the period from October 19, 2020 (inception) through March 31, 2021 (unaudited): Net income $ 17,816,636 $ — $ 17,816,636 Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted earnings per share $ 1.81 $ (1.47 ) $ 0.34 Three months ended June 30, 2021 (unaudited) Net loss $ (11,757,477 ) $ — $ (11,757,477 ) Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted loss per share $ (1.21 ) $ 1.04 $ (0.17 ) For the period from October 19, 2020 (inception) through June 30, 2021 (unaudited): Net income $ 6,059,159 $ — $ 6,059,159 Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted earnings per share $ 0.60 $ (0.50 ) $ 0.10 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Liquidity and Capital Resources As of September 30, 2021, the Company had approximately $172,000 in its operating bank account and a working capital deficit of approximately $4.4 million. The Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Promissory Note (as defined below) from the Sponsor of approximately $195,000 (see Note 5) to the Company, the reimbursement of certain offering costs from the underwriters of $3.6 million, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on December 7, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statement—Going Concern,” management has determined that the Company has access to funds 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of September 30, 2021. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in the Trust Account consists entirely of money market fund invested solely in U.S. government securities with an original maturity of 185 days or less. 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 and recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. 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 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,” equal or approximate the carrying amounts represented in the balance sheet. Fair Value Measurements ASC 820, Fair Value Measurement, defines fair value and requires disclosures about 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 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. Offering Costs Associated with the Initial Public Offering Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering on December 7, 2020. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement 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 Topic 480 “Distinguishing Liabilities from Equity.” 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 Initial Public Offering, 60,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 27,000,000 ordinary shares in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the period from October 19, 2020 (inception) through September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (3,950,139 ) $ (746,057 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 51,623,188 9,750,000 Basic and diluted net loss per ordinary share $ (0.08 ) $ (0.08 ) Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncement In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): (“ASU 2020-06”), 2020-06 Recently Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On December 7, 2020, the Company consummated its Initial Public Offering of 55,000,000 Units, at $10.00 per Unit, generating gross proceeds of $550.0 million, and incurring offering costs of approximately $23.7 million, inclusive of approximately $15.4 million in deferred underwriting commissions, $400,000 in deferred legal fees, and net of reimbursement from the underwriters of $3.6 million. The underwriters were granted a 45-day Each Unit consists of one Class A ordinary share and one-third |
Private Placement
Private Placement | 11 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor and the Anchor Investor, generating gross proceeds of $10.5 million. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On October 21, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 9,750,000 Class B ordinary shares (the “Founder Shares”). The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note—Related Party On October 21, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans will be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Additionally, the Sponsor and the Anchor Investor have agreed to provide to the Company an aggregate of $1,000,000 of proceeds from the purchase of additional private placement warrants, at $1.50 per warrant, split between them pro rata |
Commitments and Contingencies
Commitments and Contingencies | 11 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of approximately $0.14 per Unit, or $7.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of approximately $0.2807 per Unit, or approximately $15.4 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company entered into an engagement letter with legal counsel to obtain legal advisory services, related to the Company’s Initial Public Offering, pursuant to which the legal counsel agreed to defer their fees (“deferred legal fees”). The deferred fee will become payable solely in the event that the Company completes a Business Combination, subject to the terms of the engagement letter. On December 7, 2020, the Company recorded deferred legal fees of $400,000 in connection with legal services received for its Initial Public Offering in the accompanying balance sheet. Litigation From time to time, the Company may be subject to legal proceedings and claims that arise in the search for a potential target business; however, the Company is not aware of any pending or threatened litigation that it believes is reasonably likely to have a material adverse effect on its results of operations, financial position, or cash flows. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 11 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 7—Derivative Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per 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 redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (“Newly Issued Price”) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor, Anchor Investor or such affiliates, as applicable, prior to such issuance), the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”), is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price 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 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 will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 11 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity Disclosure | 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 future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were no Class A ordinary shares outstanding, all 60,000,000 shares were all subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 600,000,000 Less: Fair value of Public Warrants at issuance (40,000,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (22,036,645 ) Plus: Accretion on Class A ordinary shares subject to possible redemption 62,036,645 Class A ordinary shares subject to possible redemption $ 600,000,000 |
Shareholders' Equity
Shareholders' Equity | 11 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Note 9—Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof on a share-for-share |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Sep. 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 on a recurring basis as of September 30, 2021 by level within the fair value hierarchy: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account—money market fund $ 600,209,262 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 34,600,000 $ — $ — Derivative warrant liabilities—Private warrants $ — $ 12,110,000 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement in January 2021, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of January 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. At September 30, 2021 the Company utilized a Binomial Lattice model with significant inputs such as the stock price of the Company and the volatility of the public warrant and the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 for the period from October 19, 2020 (inception) through September 30, 2021. Level 1 instruments include investments in mutual funds invested in government 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. The fair value of Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants, a Level 1 measurement. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. For the period from October 19, 2020 (inception) through September 30, 2021 the Company recognized a charge to the statements of operations resulting from a decrease in the fair value of liabilities of $7.3 million, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations. The fair value of the Public and Private Placement Warrants were initially measured using a Binomial Lattice simulation model. Inherent in a Binomial Lattice simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its warrants for Class A ordinary shares based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon The change in the fair value of the derivative warrant liabilities, classified as Level 3, for the period from October 19, 2020 (inception) through September 30, 2021 is summarized as follows: Derivative warrant liabilities at October 19, 2020 (inception) $ — Issuance of Public and Private Warrants 54,000,000 Transfer of Public Warrants to Level 1 (40,000,000 ) Transfer of Private Warrants to Level 2 (14,000,000 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at September 30, 2021 $ — |
Subsequent Events
Subsequent Events | 11 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11—Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 11 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of September 30, 2021. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in the Trust Account. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in the Trust Account consists entirely of money market fund invested solely in U.S. government securities with an original maturity of 185 days or less. |
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 and recognized at fair value. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. 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 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,” equal or approximate the carrying amounts represented in the balance sheet. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurement, defines fair value and requires disclosures about 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 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. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering on December 7, 2020. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. re-measurement |
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 Topic 480 “Distinguishing Liabilities from Equity.” 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 Initial Public Offering, 60,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Net Income Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 27,000,000 ordinary shares in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the period from October 19, 2020 (inception) through September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (3,950,139 ) $ (746,057 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 51,623,188 9,750,000 Basic and diluted net loss per ordinary share $ (0.08 ) $ (0.08 ) |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncement In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): (“ASU 2020-06”), 2020-06 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Tables) | 11 Months Ended |
Sep. 30, 2021 | |
Restatement [Abstract] | |
Summary of The Impact of The Restatement On The Balance Sheets, Statements of Operations and Statements of Cash Flows For The Affected Period | The impact of the restatement to the Post-IPO As of December 7, 2020: As Reported in Adjustment As Restated Total assets $ 553,008,567 $ — $ 553,008,567 Total liabilities $ 16,268,864 $ 50,666,666 $ 66,935,530 Class A ordinary shares subject to possible redemption 531,739,700 18,260,300 550,000,000 Preference shares, par value $0.0001 — — — Class A ordinary shares, par value $0.0001 183 (183 ) — Class B ordinary shares, par value $0.0001 975 — 975 Additional paid-in 5,077,737 (5,077,737 ) — Accumulated deficit (78,892 ) (63,849,046 ) (63,927,938 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (68,926,966 ) $ (63,926,963 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 553,008,567 $ — $ 553,008,567 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: As of December 31, 2020: (unaudited) As Previously Reported(1) Adjustment As Restated Total assets $ 602,591,091 $ — $ 602,591,091 Total liabilities $ 70,473,166 $ — $ 70,473,166 Class A ordinary shares subject to possible redemption 527,117,920 72,882,080 600,000,000 Preference shares, par value $0.0001 — — — Class A ordinary shares, par value $0.0001 729 (729 ) — Class B ordinary shares, par value $0.0001 975 — 975 Additional paid-in 10,868,731 (10,868,731 ) — Accumulated deficit (5,870,430 ) (62,012,620 ) (67,883,050 ) Total shareholders’ equity (deficit) $ 5,000,005 $ (72,882,080 ) $ (67,882,075 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 602,591,091 $ — $ 602,591,091 (1) As restated in quarterly report on Form 10-Q/A filed with the SEC on June 1, 2021 for the period ended December 31, 2020. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from October 19, 2020 (inception) through December 31, 2020: For the Period from October 19, 2020 (inception) through December 31, 2020 (unaudited) As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 481,073,030 $ (481,073,030 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 46,044,890 $ (46,044,890 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 (unaudited) As Previously Adjustment As Restated Total assets $ 602,412,906 $ — $ 602,412,906 Total liabilities $ 46,607,916 $ — $ 46,607,916 Class A ordinary shares subject to possible redemption 550,804,980 49,195,020 600,000,000 Preference shares, par value $0.0001 — — — Class A ordinary shares, par value $0.0001 492 (492 ) — Class B ordinary shares, par value $0.0001 975 — 975 Additional paid-in — — — Retained earnings (accumulated Deficit) 4,998,543 (49,194,528 ) (44,195,985 ) Total shareholders’ equity (deficit) $ 5,000,010 $ (49,195,020 ) $ (44,195,010 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 602,412,906 $ — $ 602,412,906 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from October 19, 2020 (inception) through March 31, 2021: For the Period from October 19, 2020 (inception) through March 31, 2021 (unaudited) As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 481,073,030 $ (481,073,030 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 69,731,950 $ (69,731,950 ) $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021: (unaudited) As Previously Adjustment As Restated Total assets $ 601,806,657 $ — $ 601,806,657 Total liabilities $ 57,759,144 $ — $ 57,759,144 Class A ordinary shares subject to possible redemption 539,047,510 60,952,490 600,000,000 Preference shares, par value $0.0001 — — — Class A ordinary shares, par value $0.0001 609 (609 ) — Class B ordinary shares, par value $0.0001 975 — 975 Additional paid-in — — — Retained earnings (accumulated Deficit) 4,998,419 (60,951,881 ) (55,953,462 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (60,952,490 ) $ (55,952,487 ) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 601,806,657 $ — $ 601,806,657 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from October 19, 2020 (inception) through June 30, 2021: For the Period from October 19, 2020 (inception) through June 30, 2021 (unaudited) As Previously Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Initial value of Class A ordinary shares subject to possible redemption $ 481,073,030 $ (481,073,030 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 57,974,480 $ (57,974,480 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share for Class A ordinary shares As Previously Adjustment As Restated For the period from October 19, 2020 (inception) through December 31, 2020 (unaudited): Net loss $ (5,870,430 ) $ — $ (5,870,430 ) Weighted average shares outstanding 57,200,000 (37,338,889 ) 19,861,111 Basic and diluted loss per share $ — $ (0.20 ) $ (0.20 ) Three months ended March 31, 2021 (unaudited): Net income $ 23,687,066 $ — $ 23,687,066 Weighted average shares outstanding 60,000,000 — 60,000,000 Basic and diluted earnings per share $ — $ 0.34 $ 0.34 For the period from October 19, 2020 (inception) through March 31, 2021 (unaudited): Net income $ 17,816,636 $ — $ 17,816,636 Weighted average shares outstanding 59,391,304 (17,230,810 ) 42,160,494 Basic and diluted earnings per share $ — $ 0.34 $ 0.34 Three months ended June 30, 2021 (unaudited) Net loss $ (11,757,477 ) $ — $ (11,757,477 ) Weighted average shares outstanding 60,000,000 — 60,000,000 Basic and diluted loss per share $ — $ (0.17 ) $ (0.17 ) For the period from October 19, 2020 (inception) through June 30, 2021 (unaudited): Net income $ 6,059,159 $ — $ 6,059,159 Weighted average shares outstanding 59,660,194 (11,083,119 ) 48,577,075 Basic and diluted earnings per share $ — $ 0.10 $ 0.10 Earnings Per Share for Class B ordinary shares As Previously Adjustment As Restated For the period from October 19, 2020 (inception) through December 31, 2020 (unaudited): Net loss $ (5,870,430 ) $ — $ (5,870,430 ) Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted loss per share $ (0.60 ) $ 0.40 $ (0.20 ) Three months ended March 31, 2021 (unaudited): Net income $ 23,687,066 $ — $ 23,687,066 Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted earnings per share $ 2.41 $ (2.07 ) $ 0.34 For the period from October 19, 2020 (inception) through March 31, 2021 (unaudited): Net income $ 17,816,636 $ — $ 17,816,636 Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted earnings per share $ 1.81 $ (1.47 ) $ 0.34 Three months ended June 30, 2021 (unaudited) Net loss $ (11,757,477 ) $ — $ (11,757,477 ) Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted loss per share $ (1.21 ) $ 1.04 $ (0.17 ) For the period from October 19, 2020 (inception) through June 30, 2021 (unaudited): Net income $ 6,059,159 $ — $ 6,059,159 Weighted average shares outstanding 9,750,000 — 9,750,000 Basic and diluted earnings per share $ 0.60 $ (0.50 ) $ 0.10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 11 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income Per Share | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (3,950,139 ) $ (746,057 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 51,623,188 9,750,000 Basic and diluted net loss per ordinary share $ (0.08 ) $ (0.08 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 11 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary Of Reconciliation Of Ordinary Shares Subject To Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 600,000,000 Less: Fair value of Public Warrants at issuance (40,000,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (22,036,645 ) Plus: Accretion on Class A ordinary shares subject to possible redemption 62,036,645 Class A ordinary shares subject to possible redemption $ 600,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 11 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements, Recurring and Nonrecurring | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account—money market fund $ 600,209,262 $ — $ — Liabilities: Derivative warrant liabilities—Public warrants $ 34,600,000 $ — $ — Derivative warrant liabilities—Private warrants $ — $ 12,110,000 $ — |
Summary of Changes in fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities, classified as Level 3, for the period from October 19, 2020 (inception) through September 30, 2021 is summarized as follows: Derivative warrant liabilities at October 19, 2020 (inception) $ — Issuance of Public and Private Warrants 54,000,000 Transfer of Public Warrants to Level 1 (40,000,000 ) Transfer of Private Warrants to Level 2 (14,000,000 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at September 30, 2021 $ — |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Dec. 21, 2020 | Dec. 07, 2020 | Oct. 21, 2020 | Sep. 30, 2021 | Jul. 08, 2021 |
Nature Of Operations [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds received from initial public offering, gross | $ 600,000,000 | ||||
Payment of stock issuance costs net of reimbursement from underwriters | 7,500,000 | ||||
Deferred underwriting fees payable non current | 15,437,500 | ||||
Deferred legal fees non current | $ 400,000 | 400,000 | |||
Proceeds from issue of warrants | 10,500,000 | ||||
Payments to acquire trust preferred investments | $ 600,000,000 | $ 550,000,000 | |||
Term of restricted investments | 185 days | ||||
Minimum net worth to effect business combination | $ 5,000,001 | ||||
Percentage of public shareholding that can be transferred without any restriction | 15.00% | ||||
Shares redemption obligation percentage | 100.00% | ||||
Expenses payable on dissolution | $ 100,000 | ||||
Cash | 172,454 | ||||
Stock issued during the period value for services | $ 25,000 | ||||
Common Class B [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock shares issued | 9,750,000 | ||||
Common Class A [Member] | |||||
Nature Of Operations [Line Items] | |||||
Proceeds received from initial public offering, gross | $ 600,000,000 | ||||
Temporary equity redemption price per share | $ 10 | ||||
Common stock shares issued | 0 | ||||
Reclassification Of Common Shares From Permanent Equity To Temporary Equity | 6,892,697 | ||||
Share Subscription Agreement [Member] | PIPE Investor [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock value subscribed but not issued | $ 300,000,000 | ||||
Shares issued price per share | $ 10 | ||||
Share Subscription Agreement [Member] | PIPE Investor [Member] | Pubco Class A Ordinary Shares [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock shares subject to forfeiture | 1,950,000 | ||||
Common stock shares subject to additional lock up restrictions | 1,950,000 | ||||
Share Subscription Agreement [Member] | PIPE Investor [Member] | Pubco Class A Ordinary Shares [Member] | To Be Transferred To BR Investors [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock shares subject to additional lock up restrictions | 390,000 | ||||
Share Subscription Agreement [Member] | PIPE Investor [Member] | Common Class A [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock shares to be tendered for forfeiture prospectively | 15,000,000 | ||||
Share Subscription Agreement [Member] | PIPE Investor [Member] | Pubco Warrants [Member] | |||||
Nature Of Operations [Line Items] | |||||
Class of warrants or rights subject to forfeiture | 400,000 | ||||
Share Subscription Agreement [Member] | PIPE Investor [Member] | Anchor Investor [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock shares issued | 7,500,000 | ||||
Common stock value issued | $ 75,000,000 | ||||
Class of warrants or rights issue price per unit | $ 1 | ||||
Class of warrants subscribed but not issued | 3,000,000 | ||||
Black Rock Investor Side Letter Agreement [Member] | |||||
Nature Of Operations [Line Items] | |||||
Class of warrants or rights issue price per unit | $ 1 | ||||
Common stock shares subject to forfeiture | 100,000 | ||||
Black Rock Investor Side Letter Agreement [Member] | Common Class B [Member] | |||||
Nature Of Operations [Line Items] | |||||
Interse transfer of shares to be made | 1,950,000 | ||||
Black Rock Investor Side Letter Agreement [Member] | Pubco Class A Ordinary Shares [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock shares subject to forfeiture | 390,000 | ||||
Common stock shares subject to additional lock up restrictions | 390,000 | ||||
Black Rock Investor Side Letter Agreement [Member] | Anchor Investor [Member] | |||||
Nature Of Operations [Line Items] | |||||
Interse transfer of shares to be made | 600,000 | ||||
Sponsor [Member] | |||||
Nature Of Operations [Line Items] | |||||
Cash | $ 172,000 | ||||
Working capital | 4,400,000 | ||||
Stock issued during the period value for services | 25,000 | ||||
Proceeds from related party debt | 195,000 | ||||
Reimbursement from the underwriters | $ 3,600,000 | ||||
Sponsor [Member] | Common Class B [Member] | |||||
Nature Of Operations [Line Items] | |||||
Stock issued during the period value for services | $ 25,000 | ||||
Minimum [Member] | |||||
Nature Of Operations [Line Items] | |||||
Percentage of the fair value of assets in trust account of the target company net of deferred underwriting commissions and taxes | 80.00% | ||||
Equity method investment ownership percentage | 50.00% | ||||
Temporary equity redemption price per share | $ 10 | ||||
IPO [Member] | |||||
Nature Of Operations [Line Items] | |||||
Stock issued during period shares new issues | 55,000,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds received from initial public offering, gross | $ 550,000,000 | ||||
Adjustments to additional paid in capital stock issuance costs | 23,700,000 | ||||
Payment of stock issuance costs net of reimbursement from underwriters | 7,500,000 | ||||
Deferred underwriting fees payable non current | 15,400,000 | ||||
Deferred legal fees non current | 400,000 | ||||
Other expenses | 4,000,000 | ||||
Reimbursement from the underwriters | $ 3,600,000 | ||||
Over-Allotment Option [Member] | |||||
Nature Of Operations [Line Items] | |||||
Stock issued during period shares new issues | 5,000,000 | 8,250,000 | |||
Sale of stock issue price per share | $ 10 | $ 10 | |||
Proceeds received from initial public offering, gross | $ 50,000,000 | ||||
Sale of stock, consideration received | $ 50,000,000 | ||||
Over-Allotment Option [Member] | Maximum [Member] | |||||
Nature Of Operations [Line Items] | |||||
Stock issued during period shares new issues | 8,250,000 | ||||
Private Placement Warrants [Member] | |||||
Nature Of Operations [Line Items] | |||||
Stock issued during period shares new issues | 7,000,000 | ||||
Class of warrant or right price per warrant | $ 1.50 | ||||
Proceeds from issue of warrants | $ 10,500,000 |
Description of Organization, _4
Description of Organization, Business Operations and Basis of Presentation - Summary of The Impact of The Restatement On The Balance Sheets, Statements of Operations and Statements of Cash Flows For The Affected Period (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | 11 Months Ended | ||||
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 07, 2020 | Oct. 18, 2020 | ||
Unaudited Condensed Balance Sheet | |||||||||
Total assets | $ 601,024,633 | ||||||||
Liabilities and shareholders' equity | |||||||||
Total liabilities | 67,732,474 | ||||||||
Class A ordinary shares subject to possible redemption | 600,000,000 | ||||||||
Preference shares, par value $0.0001 | |||||||||
Additional paid-in-capital | 0 | ||||||||
Accumulated deficit | (66,708,816) | ||||||||
Total shareholders' equity (deficit) | (66,707,841) | $ 0 | |||||||
Total liabilities, Class A ordinary shares subject to redemption and shareholders' equity (deficit) | 601,024,633 | ||||||||
Other (expense) income: | |||||||||
Net loss | (4,696,196) | ||||||||
Supplemental Disclosure of Noncash Financing Activities: | |||||||||
Change in value of Class A ordinary shares subject to possible redemption | 62,036,645 | ||||||||
As Previously Reported [Member] | |||||||||
Unaudited Condensed Balance Sheet | |||||||||
Total assets | $ 602,591,091 | [1] | $ 601,806,657 | $ 602,412,906 | $ 602,412,906 | $ 601,806,657 | $ 553,008,567 | ||
Liabilities and shareholders' equity | |||||||||
Total liabilities | 70,473,166 | [1] | 57,759,144 | 46,607,916 | 46,607,916 | 57,759,144 | 16,268,864 | ||
Class A ordinary shares subject to possible redemption | 527,117,920 | [1] | 539,047,510 | 550,804,980 | 550,804,980 | 539,047,510 | 531,739,700 | ||
Preference shares, par value $0.0001 | 0 | [1] | 0 | 0 | 0 | 0 | 0 | ||
Additional paid-in-capital | 10,868,731 | [1] | 0 | 0 | 0 | 0 | 5,077,737 | ||
Accumulated deficit | (5,870,430) | [1] | 4,998,419 | 4,998,543 | 4,998,543 | 4,998,419 | (78,892) | ||
Total shareholders' equity (deficit) | 5,000,005 | [1] | 5,000,003 | 5,000,010 | 5,000,010 | 5,000,003 | 5,000,003 | ||
Total liabilities, Class A ordinary shares subject to redemption and shareholders' equity (deficit) | 602,591,091 | [1] | 601,806,657 | 602,412,906 | 602,412,906 | 601,806,657 | 553,008,567 | ||
Supplemental Disclosure of Noncash Financing Activities: | |||||||||
Initial value of Class A ordinary shares subject to possible redemption | 481,073,030 | 481,073,030 | 481,073,030 | ||||||
Change in value of Class A ordinary shares subject to possible redemption | 46,044,890 | 69,731,950 | 57,974,480 | ||||||
Adjustment [Member] | |||||||||
Unaudited Condensed Balance Sheet | |||||||||
Total assets | 0 | 0 | 0 | 0 | 0 | 0 | |||
Liabilities and shareholders' equity | |||||||||
Total liabilities | 0 | 0 | 0 | 0 | 0 | 50,666,666 | |||
Class A ordinary shares subject to possible redemption | 72,882,080 | 60,952,490 | 49,195,020 | 49,195,020 | 60,952,490 | 18,260,300 | |||
Preference shares, par value $0.0001 | 0 | 0 | 0 | 0 | 0 | 0 | |||
Additional paid-in-capital | (10,868,731) | 0 | 0 | 0 | 0 | (5,077,737) | |||
Accumulated deficit | (62,012,620) | (60,951,881) | (49,194,528) | (49,194,528) | (60,951,881) | (63,849,046) | |||
Total shareholders' equity (deficit) | (72,882,080) | (60,952,490) | (49,195,020) | (49,195,020) | (60,952,490) | (68,926,966) | |||
Total liabilities, Class A ordinary shares subject to redemption and shareholders' equity (deficit) | 0 | 0 | 0 | 0 | 0 | 0 | |||
Supplemental Disclosure of Noncash Financing Activities: | |||||||||
Initial value of Class A ordinary shares subject to possible redemption | (481,073,030) | (481,073,030) | (481,073,030) | ||||||
Change in value of Class A ordinary shares subject to possible redemption | (46,044,890) | (69,731,950) | (57,974,480) | ||||||
As Restated [Member] | |||||||||
Unaudited Condensed Balance Sheet | |||||||||
Total assets | 602,591,091 | 601,806,657 | 602,412,906 | 602,412,906 | 601,806,657 | 553,008,567 | |||
Liabilities and shareholders' equity | |||||||||
Total liabilities | 70,473,166 | 57,759,144 | 46,607,916 | 46,607,916 | 57,759,144 | 66,935,530 | |||
Class A ordinary shares subject to possible redemption | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 550,000,000 | |||
Preference shares, par value $0.0001 | 0 | 0 | 0 | 0 | 0 | 0 | |||
Additional paid-in-capital | 0 | 0 | 0 | 0 | 0 | 0 | |||
Accumulated deficit | (67,883,050) | (55,953,462) | (44,195,985) | (44,195,985) | (55,953,462) | (63,927,938) | |||
Total shareholders' equity (deficit) | (67,882,075) | (55,952,487) | (44,195,010) | (44,195,010) | (55,952,487) | (63,926,963) | |||
Total liabilities, Class A ordinary shares subject to redemption and shareholders' equity (deficit) | 602,591,091 | 601,806,657 | 602,412,906 | 602,412,906 | 601,806,657 | 553,008,567 | |||
Supplemental Disclosure of Noncash Financing Activities: | |||||||||
Initial value of Class A ordinary shares subject to possible redemption | 0 | 0 | 0 | ||||||
Change in value of Class A ordinary shares subject to possible redemption | 0 | 0 | 0 | ||||||
Common Class A [Member] | |||||||||
Liabilities and shareholders' equity | |||||||||
Class A ordinary shares subject to possible redemption | 600,000,000 | ||||||||
Common Stock Value | $ 0 | ||||||||
Other (expense) income: | |||||||||
Weighted average shares outstanding | 51,623,188 | ||||||||
Basic and diluted net loss per share | $ (0.08) | ||||||||
Supplemental Disclosure of Noncash Financing Activities: | |||||||||
Change in value of Class A ordinary shares subject to possible redemption | $ 62,036,645 | ||||||||
Common Class A [Member] | As Previously Reported [Member] | |||||||||
Liabilities and shareholders' equity | |||||||||
Common Stock Value | 729 | [1] | 609 | 492 | 492 | 609 | 183 | ||
Other (expense) income: | |||||||||
Net loss | $ (5,870,430) | $ (11,757,477) | $ 23,687,066 | $ 17,816,636 | $ 6,059,159 | ||||
Weighted average shares outstanding | 57,200,000 | 60,000,000 | 60,000,000 | 59,391,304 | 59,660,194 | ||||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Common Class A [Member] | Adjustment [Member] | |||||||||
Liabilities and shareholders' equity | |||||||||
Common Stock Value | $ (729) | $ (609) | $ (492) | $ (492) | $ (609) | (183) | |||
Other (expense) income: | |||||||||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Weighted average shares outstanding | (37,338,889) | 0 | 0 | (17,230,810) | (11,083,119) | ||||
Basic and diluted net loss per share | $ (0.20) | $ (0.17) | $ 0.34 | $ 0.34 | $ 0.10 | ||||
Common Class A [Member] | As Restated [Member] | |||||||||
Liabilities and shareholders' equity | |||||||||
Common Stock Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | |||
Other (expense) income: | |||||||||
Net loss | $ (5,870,430) | $ (11,757,477) | $ 23,687,066 | $ 17,816,636 | $ 6,059,159 | ||||
Weighted average shares outstanding | 19,861,111 | 60,000,000 | 60,000,000 | 42,160,494 | 48,577,075 | ||||
Basic and diluted net loss per share | $ (0.20) | $ (0.17) | $ 0.34 | $ 0.34 | $ 0.10 | ||||
Common Class B [Member] | |||||||||
Liabilities and shareholders' equity | |||||||||
Common Stock Value | $ 975 | ||||||||
Other (expense) income: | |||||||||
Net loss | $ (5,870,430) | $ (11,757,477) | $ 23,687,066 | $ 17,816,636 | $ 6,059,159 | ||||
Weighted average shares outstanding | 9,750,000 | 9,750,000 | 9,750,000 | 9,750,000 | 9,750,000 | 9,750,000 | |||
Basic and diluted net loss per share | $ (0.20) | $ (0.17) | $ 0.34 | $ 0.34 | $ 0.10 | $ (0.08) | |||
Common Class B [Member] | As Previously Reported [Member] | |||||||||
Liabilities and shareholders' equity | |||||||||
Common Stock Value | $ 975 | [1] | $ 975 | $ 975 | $ 975 | $ 975 | 975 | ||
Other (expense) income: | |||||||||
Net loss | $ (5,870,430) | $ (11,757,477) | $ 23,687,066 | $ 17,816,636 | $ 6,059,159 | ||||
Weighted average shares outstanding | 9,750,000 | 9,750,000 | 9,750,000 | 9,750,000 | 9,750,000 | ||||
Basic and diluted net loss per share | $ (0.60) | $ (1.21) | $ 2.41 | $ 1.81 | $ 0.60 | ||||
Common Class B [Member] | Adjustment [Member] | |||||||||
Liabilities and shareholders' equity | |||||||||
Common Stock Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | |||
Other (expense) income: | |||||||||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Weighted average shares outstanding | 0 | 0 | 0 | 0 | 0 | ||||
Basic and diluted net loss per share | $ 0.40 | $ 1.04 | $ (2.07) | $ (1.47) | $ (0.50) | ||||
Common Class B [Member] | As Restated [Member] | |||||||||
Liabilities and shareholders' equity | |||||||||
Common Stock Value | $ 975 | $ 975 | $ 975 | $ 975 | $ 975 | $ 975 | |||
[1] | As restated in quarterly report on Form 10-Q/A filed with the SEC on June 1, 2021 for the period ended December 31, 2020. |
Description of Organization, _5
Description of Organization, Business Operations and Basis of Presentation - Summary of The Impact of The Restatement On The Balance Sheets, Statements of Operations and Statements of Cash Flows For The Affected Period (Parenthetical) (Detail) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2020 |
Restatement [Line Items] | |||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | |||||
Restatement [Line Items] | |||||
Common stock par or stated value per share | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 |
Common Class B [Member] | |||||
Restatement [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 11 Months Ended |
Sep. 30, 2021USD ($)shares | |
Statement Lineitems [Line Items] | |
Cash equivalents | $ 0 |
Cash insured with federal insurance | $ 250,000 |
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | shares | 27,000,000 |
Unrecognised tax benefits | $ 0 |
Unrecognised tax benefits interest and penalties accrued | 0 |
Financing costs - derivative warrant liabilities | 1,700,000 |
Offering costs allocated to temporary equity | $ 22,000,000 |
Common Class A [Member] | |
Statement Lineitems [Line Items] | |
Ordinary shares subject to possible redemption shares | shares | 60,000,000 |
Offering costs allocated to temporary equity | $ (22,036,645) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 8 Months Ended | 11 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Common Class A [Member] | ||||||
Numerator: Income allocable to Class A ordinary shares | ||||||
Allocation of net loss | $ (3,950,139) | |||||
Denominator: Weighted average Class ordinary shares | ||||||
Basic and diluted weighted average ordinary shares outstanding | 51,623,188 | |||||
Basic and diluted net loss per ordinary share | $ (0.08) | |||||
Common Class B [Member] | ||||||
Numerator: Income allocable to Class A ordinary shares | ||||||
Allocation of net loss | $ (746,057) | |||||
Denominator: Weighted average Class ordinary shares | ||||||
Basic and diluted weighted average ordinary shares outstanding | 9,750,000 | |||||
Basic and diluted net loss per ordinary share | $ (0.20) | $ (0.17) | $ 0.34 | $ 0.34 | $ 0.10 | $ (0.08) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 21, 2020 | Dec. 07, 2020 | Sep. 30, 2021 |
Nature Of Operations [Line Items] | |||
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offer | $ 600,000,000 | ||
Deferred underwriting fees payable non current | 15,437,500 | ||
Deferred legal fees payable non current | $ 400,000 | 400,000 | |
Payments to acquire trust preferred investments | $ 600,000,000 | $ 550,000,000 | |
Public Warrants And Class A Common Stock [Member] | |||
Nature Of Operations [Line Items] | |||
Common stock par or stated value per share | $ 11.50 | ||
IPO [Member] | |||
Nature Of Operations [Line Items] | |||
Stock issued during period shares new issues | 55,000,000 | ||
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offer | $ 550,000,000 | ||
Adjustments to additional paid in capital stock issuance costs | 23,700,000 | ||
Deferred underwriting fees payable non current | 15,400,000 | ||
Deferred legal fees payable non current | 400,000 | ||
Reimbursement from the underwriters | $ 3,600,000 | ||
Over-Allotment Option [Member] | |||
Nature Of Operations [Line Items] | |||
Stock issued during period shares new issues | 5,000,000 | 8,250,000 | |
Sale of stock issue price per share | $ 10 | $ 10 | |
Proceeds from initial public offer | $ 50,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 11 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Private Placement [Line Items] | |
Proceeds from issue of warrants | $ 10,500,000 |
Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Stock issued during period shares new issues | shares | 7,000,000 |
Class of warrant or right price per warrant | $ 1.50 |
Proceeds from issue of warrants | $ 10,500,000 |
Exercise price of warrants or rights | $ / shares | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 07, 2020 | Oct. 21, 2020 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | |||
Stock issued during the period value for services | $ 25,000 | ||
Repayment of related party debt | 195,396 | ||
Working capital loans outstanding | 0 | ||
Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued during the period value for services | 25,000 | ||
Working capital loans convertible into warrants | $ 1,500,000 | ||
Debt instrument conversion price per share | $ 1.50 | ||
Warrants subscribed but not yet issued value | $ 1,000,000 | ||
Class of warrants or rights issue price per warrant | $ 1.50 | ||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||
Related Party Transaction [Line Items] | |||
Debt instrument face value | $ 300,000 | ||
Repayment of related party debt | $ 195,000 | ||
Common Class A [Member] | Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Share price | $ 12 | ||
Number Of Trading Days For Determining The Share Price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Common Class A [Member] | Sponsor [Member] | Lock In Period Two [Member] | |||
Related Party Transaction [Line Items] | |||
Lock in period of shares | 150 days | ||
Common Class B [Member] | Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued during the period value for services | $ 25,000 | ||
Stock issued during the period shares for services | 9,750,000 | ||
Common Class B [Member] | Sponsor [Member] | Lock In Period One [Member] | |||
Related Party Transaction [Line Items] | |||
Lock in period of shares | 1 year |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 11 Months Ended | |
Sep. 30, 2021 | Dec. 07, 2020 | |
Cash underwriting discount per share | $ 0.14 | |
Payment of stock issuance costs net of reimbursement from underwriters | $ 7,500,000 | |
Deferred underwriting fee payable per share | $ 0.2807 | |
Deferred underwriting fees payable non current | $ 15,437,500 | |
Deferred legal fees non current | $ 400,000 | $ 400,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) | 11 Months Ended |
Sep. 30, 2021$ / shares | |
Class of Stock [Line Items] | |
Class of warrants or rights redemption price | $ 0.01 |
Number of days of notice to be given to warrant holder prior to redemption | 30 days |
Sale of stock issue price per share | $ 10 |
Event Triggering Warrant Redemption Price [Member] | |
Class of Stock [Line Items] | |
Sale of stock issue price per share | $ 9.20 |
Percentage of the gross proceeds used for business combination | 60.00% |
Volume weighted average price of shares | $ 9.20 |
Event Triggering Warrant Redemption Price [Member] | Warrant Redemption Adjusted Price One [Member] | |
Class of Stock [Line Items] | |
Warrant redemption price as a percentage of adjusted market value of shares | 115.00% |
Event Triggering Warrant Redemption Price [Member] | Warrant Redemption Adjusted Price Two [Member] | |
Class of Stock [Line Items] | |
Warrant redemption price as a percentage of adjusted market value of shares | 180.00% |
Public Warrants [Member] | |
Class of Stock [Line Items] | |
Warrants and rights outstanding, term | 5 years |
Public Warrants [Member] | Triggering Share Price One [Member] | |
Class of Stock [Line Items] | |
Share price triggering warrant redemption | $ 18 |
Number of trading days for determining the share price | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Public Warrants [Member] | Triggering Share Price Two [Member] | |
Class of Stock [Line Items] | |
Share price triggering warrant redemption | $ 10 |
Class of warrants or rights redemption price | $ 0.10 |
Number of days of notice to be given to warrant holder prior to redemption | 30 days |
Number of trading days for determining the share price | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Public Warrants [Member] | Thirty Days After Business Combination [Member] | |
Class of Stock [Line Items] | |
Class of warrants or rights period after which the warrants will be excercisable | 30 days |
Public Warrants [Member] | Twelve Months After Initial Public Offer [Member] | |
Class of Stock [Line Items] | |
Class of warrants or rights period after which the warrants will be excercisable | one year |
Public Warrants And Class A Common Stock [Member] | |
Class of Stock [Line Items] | |
Period within which securities shall be registered after the closure of business combination | 20 days |
Period within which securities registration shall become effective from the date of closure of business combination | 60 days |
Private Warrants [Member] | |
Class of Stock [Line Items] | |
Class of warrants or rights lock in period | 30 days |
Private Warrants [Member] | Triggering Share Price One [Member] | |
Class of Stock [Line Items] | |
Share price triggering warrant redemption | $ 18 |
Number of trading days for determining the share price | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - $ / shares | 11 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2020 | |
Common Stock, Voting Rights | one vote | ||||
Common Class A [Member] | |||||
Common Stock, Shares Authorized | 500,000,000 | ||||
Common Stock, Shares, Outstanding | 0 | ||||
Common Stock, Voting Rights | one vote | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 60,000,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption - Summary Of Reconciliation Of Ordinary Shares Subject To Possible Redemption (Detail) | 11 Months Ended |
Sep. 30, 2021USD ($) | |
Gross proceeds from Initial Public Offering | $ 600,000,000 |
Offering costs allocated to Class A ordinary shares subject to possible redemption | 22,000,000 |
Accretion on Class A ordinary shares subject to possible redemption amount | 62,036,645 |
Class A ordinary shares subject to possible redemption | 600,000,000 |
Common Class A [Member] | |
Gross proceeds from Initial Public Offering | 600,000,000 |
Fair value of Public Warrants at issuance | (40,000,000) |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (22,036,645) |
Accretion on Class A ordinary shares subject to possible redemption amount | 62,036,645 |
Class A ordinary shares subject to possible redemption | $ 600,000,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 11 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2020 | |
Preferred stock shares authorized | 5,000,000 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | ||||
Preferred stock shares outstanding | 0 | ||||
Common stock, voting rights | one vote | ||||
Common Class A [Member] | |||||
Common stock shares authorized | 500,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 |
Common stock shares issued | 0 | ||||
Common stock shares outstanding | 0 | ||||
Shares outstanding including shares subject to possible redemption | 60,000,000 | ||||
Shares issued including shares subject to possible redemption | 60,000,000 | ||||
Common stock, voting rights | one vote | ||||
Common Class B [Member] | |||||
Common stock shares authorized | 50,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 9,750,000 | ||||
Common stock shares outstanding | 9,750,000 | ||||
Common stock, voting rights | one vote |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) | Sep. 30, 2021USD ($) |
Liabilities: | |
Derivative warrant liabilities | $ 46,710,000 |
Fair Value, Recurring [Member] | Level 1 [Member] | |
Assets: | |
Investments held in Trust Account - money market fund | 600,209,262 |
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 34,600,000 |
Fair Value, Recurring [Member] | Level 1 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Fair Value, Recurring [Member] | Level 2 [Member] | |
Assets: | |
Investments held in Trust Account - money market fund | 0 |
Fair Value, Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Fair Value, Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 12,110,000 |
Fair Value, Recurring [Member] | Level 3 [Member] | |
Assets: | |
Investments held in Trust Account - money market fund | 0 |
Fair Value, Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Fair Value, Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Derivative warrant liabilities | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in fair value of the derivative warrant liabilities (Detail) - Warrants [Member] | 11 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities, Beginning balance | $ 0 |
Issuance of Public and Private Warrants | 54,000,000 |
Transfer of Public Warrants to Level 1 | (40,000,000) |
Transfer of Private Warrants to Level 2 | 40,000,000 |
Change in fair value of derivative warrant liabilities | 0 |
Derivative warrant liabilities, Ending balance | 0 |
Private Placement Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Transfer of Public Warrants to Level 1 | 14,000,000 |
Transfer of Private Warrants to Level 2 | $ (14,000,000) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 11 Months Ended |
Sep. 30, 2021USD ($) | |
Change in fair value of derivative warrant liabilities | $ (7,290,000) |
Derivative [Member] | |
Change in fair value of derivative warrant liabilities | $ 7,300,000 |