Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021shares | |
Entity Listings [Line Items] | |
Entity Registrant Name | ALTIMETER GROWTH CORP. 2 |
Entity Central Index Key | 0001830232 |
Current Fiscal Year End Date | --12-31 |
Document Type | 10-Q/A |
Amendment Flag | true |
Document Period End Date | Sep. 30, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
Entity Address, State or Province | CA |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | true |
Entity File Number | 001-39849 |
Entity Incorporation, State or Country Code | E9 |
Entity Tax Identification Number | 98-1563924 |
Entity Address, Address Line One | 2550 Sand Hill Road |
Entity Address, Address Line Two | Suite 150 |
Entity Address, City or Town | Menlo Park |
Entity Address, Postal Zip Code | 94025 |
City Area Code | 650 |
Local Phone Number | 549-9145 |
Title of 12(b) Security | Class A ordinary shares |
Trading Symbol | AGCB |
Security Exchange Name | NYSE |
Amendment Description | Altimeter Growth Corp. 2 (the “Company”) is filing this amended Form 10-Q/A (“Form 10-Q/A”) to amend our Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2021 (the “Original Report”), to restate our financial statements and related footnote disclosures as of March 31, 2021, June 30, 2021, and September 30, 2021. This correction involves only non-cash adjustments. This Form 10-Q/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-Q/A” below. Restatement Background The Company is authorized to issue up to 200,000,000 shares of Class A, $0.0001 par value ordinary shares, and is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value ordinary shares. The Company had accounted for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC 480. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) were classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, some Class A ordinary shares subject to possible redemption were presented as temporary equity, outside of the shareholders’ equity section of the Company’s Financial Statements, respectively. Additionally, some shares of Class A ordinary shares and Class B ordinary shares were presented as permanent equity in the equity section of the Company’s Financial Statements, respectively. The Company’s amended and restated memorandum and articles of association require the Company to maintain a net tangible asset of not less than $5,000,001, which was the basis for the Company’s original equity classification. The Company’s original accounting was justified by the legal terms according to which it will not redeem its public shares in an amount that would cause the net tangible assets to be less than $5,000,001. The accounting guidance in FASB ASC 480 does not take into consideration the legal provisions from the amended and restated memorandum and articles of association whereby it must maintain a net tangible asset of not less than $5,000,001. As a result, the Company’s original equity classification, which maintained a minimum equity balance of at least $5,000,001 in permanent equity was incorrect. Rather, all of the Class A ordinary shares outstanding would be accounted for in the same manner based on the accounting guidance contained in FASB ASC 480, which would require the Class A ordinary shares to be classified in temporary equity. Accordingly, the Company’s Financial Statements as of March 30, 2021 and June 30, 2021 had incorrectly classified a portion of the Class A ordinary shares outstanding as permanent equity. Upon correction of the Financial Statements classification, the entire balance of Class A ordinary shares outstanding should be classified in temporary equity as Class A ordinary shares subject to possible redemption. In addition, in connection with the change in presentation for the Class A shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company, together with its advisors, undertook a process to correct the presentation of the Class A ordinary shares subject to redemption. Based on this evaluation Company management, together with the Audit Committee determined on December 15, 2021 that the Company’s financial statements and other financial data as of March 30, 2021 and June 30, 2021 (the “Affected Periods”), contained an error that was quantitatively material and, as a result, should no longer be relied upon. The Audit Committee, together with management, determined that the financial statements in the Affected Periods should be restated to reflect all of the Class A ordinary shares subject to redemption in temporary equity and calculate earnings per share by allocating income and losses pro rata for each class of ordinary shares. Consequently, the Company has restated the financial statements identified above for the Affected Periods in this Form 10-Q/A. All amounts in this Form 10Q/A affected by the restatement adjustments reflect such amounts as restated. These restatements result in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported cash position, loss from operations or total operating, investing or financing cash flows. In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control, over financial reporting as of September 30, 2021. The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s considerations of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures” of this Form 10-Q/A. Items Amended in this Form 10-Q/A This Form 10-Q/A presents the Original Report, amended and restated with modifications as necessary to reflect the restatements. The following items have been amended to reflect the restatement: Part I, Item 1. Financial Statements Part I, Item 4. Controls and Procedures Part II, Item 1A. Risk Factors Part II, Item 6. Exhibits Except as described above, this Form 10-Q/A does not amend, update or change any other items or disclosures in the Original Report and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-Q/A speaks only as of the date the Original Report was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Report to give effect to any subsequent events. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Report, including any amendment to those filings. |
Class A Ordinary Shares [Member] | |
Entity Listings [Line Items] | |
Entity Common Stock, Shares Outstanding | 46,100,000 |
Class B Ordinary Shares [Member] | |
Entity Listings [Line Items] | |
Entity Common Stock, Shares Outstanding | 11,250,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 451,456 | |
Prepaid expenses | 486,333 | |
Total Current Assets | 937,789 | |
Deferred offering costs | $ 392,268 | |
FPA Asset | 471,389 | |
Marketable securities held in Trust Account | 450,019,615 | |
TOTAL ASSETS | 451,428,793 | 392,268 |
Liabilities, Current [Abstract] | ||
Accrued expenses | 666,341 | |
Accrued offering costs | 252,678 | |
Promissory note – related party | 0 | 119,590 |
Total Current Liabilities | 666,341 | 372,268 |
Deferred underwriting fee payable | 15,750,000 | |
Total Liabilities | 16,416,341 | 372,268 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption 45,000,000 shares and 0 shares as of September 30, 2021 and December 31, 2020, respectively, at a redemption value of $10.00 per share | 450,000,000 | |
Shareholders' Equity (Deficit) | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | |
Additional paid-in capital | 0 | 23,875 |
Accumulated deficit | (14,988,783) | (5,000) |
Total Shareholders' Equity (Deficit) | (14,987,548) | 20,000 |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' EQUITY (DEFICIT) | 451,428,793 | 392,268 |
Class A Ordinary Shares [Member] | ||
Shareholders' Equity (Deficit) | ||
Ordinary shares | 110 | |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity (Deficit) | ||
Ordinary shares | $ 1,125 | $ 1,125 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 45,000,000 | 0 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued (in shares) | 1,100,000 | 0 |
Ordinary shares, shares outstanding (in shares) | 1,100,000 | 0 |
Class B Ordinary Shares [Member] | ||
Stockholders' Equity Attributable to Parent [Abstract] | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 11,250,000 | 11,250,000 |
Ordinary shares, shares outstanding (in shares) | 11,250,000 | 11,250,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating and formation costs | $ 693,298 | $ 1,193,776 |
Loss from operations | (693,298) | (1,193,776) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 6,914 | 19,615 |
Change in fair value of FPA assets | 1,627,867 | 471,389 |
Net income (loss) | 941,482 | (702,773) |
Class A redeemable ordinary shares [Member] | ||
Other income (expense): | ||
Net income (loss) | $ 738,739 | $ (548,315) |
Weighted average shares outstanding | 45,000,000 | 43,505,535 |
Basic and diluted net income (loss) per share | $ 0.02 | $ (0.01) |
Class A and Class B Nonredeemable Ordinary Shares [member] | ||
Other income (expense): | ||
Net income (loss) | $ 202,743 | $ (154,458) |
Weighted average shares outstanding | 12,350,000 | 12,255,311 |
Basic and diluted net income (loss) per share | $ 0.02 | $ (0.01) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common Stock [Member]Class A Ordinary Shares [Member] | Common Stock [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2020 | $ 20,000 | $ 1,125 | $ 23,875 | $ (5,000) | |
Beginning balance (in shares) at Dec. 31, 2020 | 11,250,000 | ||||
Sale of 1,100,000 Private Placement Shares | 11,000,000 | $ 110 | 10,999,890 | ||
Sale of 1,100,000 Private Placement Shares (Shares) | 1,100,000 | ||||
Accretion to Class A ordinary shares redemption amount | (25,304,775) | (11,023,765) | (14,281,010) | ||
Net Income (loss) | (1,914,524) | (1,914,524) | |||
Ending balance at Mar. 31, 2021 | (16,199,299) | $ 110 | $ 1,125 | (16,200,534) | |
Ending balance (in shares) at Mar. 31, 2021 | 1,100,000 | 11,250,000 | |||
Beginning balance at Dec. 31, 2020 | 20,000 | $ 1,125 | $ 23,875 | (5,000) | |
Beginning balance (in shares) at Dec. 31, 2020 | 11,250,000 | ||||
Net Income (loss) | (702,773) | ||||
Ending balance at Sep. 30, 2021 | (14,987,548) | $ 110 | $ 1,125 | (14,988,783) | |
Ending balance (in shares) at Sep. 30, 2021 | 1,100,000 | 11,250,000 | |||
Beginning balance at Mar. 31, 2021 | (16,199,299) | $ 110 | $ 1,125 | (16,200,534) | |
Beginning balance (in shares) at Mar. 31, 2021 | 1,100,000 | 11,250,000 | |||
Net Income (loss) | 270,269 | 270,269 | |||
Ending balance at Jun. 30, 2021 | (15,929,030) | $ 110 | $ 1,125 | (15,930,265) | |
Ending balance (in shares) at Jun. 30, 2021 | 1,100,000 | 11,250,000 | |||
Net Income (loss) | 941,482 | 941,482 | |||
Ending balance at Sep. 30, 2021 | $ (14,987,548) | $ 110 | $ 1,125 | $ (14,988,783) | |
Ending balance (in shares) at Sep. 30, 2021 | 1,100,000 | 11,250,000 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 3 Months Ended |
Mar. 31, 2021shares | |
Private Placement Warrants [Member] | |
Stockholders' Equity | |
Shares issued (in shares) | 1,100,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net loss | $ 941,482 | $ (702,773) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of FPA assets | (1,627,867) | (471,389) |
Interest earned on marketable securities held in Trust account | (6,914) | (19,615) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (486,333) | |
Accrued expenses | 666,341 | |
Net cash used in operating activities | (1,013,769) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (450,000,000) | |
Net cash used in investing activities | (450,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Class A ordinary shares, net of underwriting discounts paid | 441,000,000 | |
Proceeds from sale of Private Placement Shares | 11,000,000 | |
Repayment of promissory note – related party | (144,545) | |
Payment of offering costs | (390,230) | |
Net cash provided by financing activities | 451,465,225 | |
Net Change in Cash | 451,456 | |
Cash – Beginning of period | 0 | |
Cash – End of period | 451,456 | 451,456 |
Non-Cash investing and financing activities: | ||
Deferred underwriting fee payable | $ 15,750,000 | $ 15,750,000 |
ORGANIZATION AND PLAN OF BUSINE
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Altimeter Growth Corp. 2 (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 14, 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 14, 2020 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021, the Company consummated the Initial Public Offering of 45,000,000 Class A ordinary shares (the “Public Shares”) at $10.00 per Public Share, which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Public Shares at $10.00 per Public Share, generating gross proceeds of $450,000,000 which is described in Note 4 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,100,000 shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Altimeter Growth Holdings 2 (the “Sponsor”), generating gross proceeds of $11,000,000, which is described in Note 5 Transaction costs amounted to $25,304,775, consisting of $9,000,000 of underwriting fees, $15,750,000 of deferred underwriting fees and $554,775 of other offering costs. Following the closing of the Initial Public Offering on January 11, 2021, an amount of $450,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, 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- 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, calcu l 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 has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until January 11, 2023 (or until April 11, 2023 if the Company has executed a letter of intent, agreement in principle, or definitive agreement for a Business Combination by January 11, 2023, but the Company has not completed a Business Combination by January 11, 2023) 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 has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and advances from our Sponsor. On January 11, 2021, we consummated our Initial Public Offering of 45,000,000 shares, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 5,000,000 shares, at $10.00 per share, generating gross proceeds of $450,000,000 (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 1,100,000 Private Placement Shares to our sponsor at a price of $10.00 per share, generating gross proceeds of $11,000,000. Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Shares, a total of $450,000,000 was placed in the Trust Account, and we had $1,995,000 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. We incurred $25,304,775 in transaction costs, including $9,000,000 of underwriting fees, $15,750,000 of deferred underwriting fees and $554,775 of other offering costs. For the nine months ended September 30, 2021, net cash used in operating activities was $1,013,769. The net loss of $702,773 was offset by the change in value of the FPA asset of $471,389 and interest earned on marketable securities held in trust of $19,615. Changes in operating assets and liabilities used $180,008 of cash from operating activities. At September 30, 2021, we had cash held in the Trust Account of $450,019,615. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) and the proceeds from the sale of the forward purchase shares to complete our Business Combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-Business Combination entity, make other acquisitions and pursue our growth strategies. At September 30, 2021, we had cash of $451,456 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share at the option of the lender. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 2 — Restatement of Previously Issued Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for the quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares as permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these condensed consolidated financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended 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 common stock 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 quarterly report. The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. There is no impact to the reported amounts for total assets, total liabilities, cash flows or net income (loss). 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: March 31, 2021 (Unaudited) As Previously Reported Adjustment As Restated Class A Ordinary Shares subject to possible redemption $ 428,800,700 $ 21,199,300 $ 450,000,000 Class A ordinary shares $ 322 $ (212 ) 110 Additional Paid-in Capital $ 6,918,078 $ (6,918,078 ) — Accumulated Deficit $ (1,919,524 ) $ (14,281,010 ) $ (16,200,534 ) Total Shareholders’ equity (deficit) $ 5,000,001 $ (21,199,300 ) $ (16,199,299 ) Number of Class A ordinary shares subject to possible redemption 42,880,070 2,119,930 45,000,000 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 three months ended March 31, 2021: Three Months Ended March 31, 2021 (Unaudited) As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A ordinary shares subject to possible redemption $ (1,914,520 ) $ 1,914,520 — Initial classification of Class A ordinary shares subject $ 430,715,220 ($ 430,715,220 ) — 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: June 30, 2021 (Unaudited) As Previously Reported Adjustment As Restated Class A Ordinary Shares subject to possible redemption $ 429,070,960 $ 20,929,040 $ 450,000,000 Class A ordinary shares $ 319 $ (209 ) 110 Additional Paid-in Capital $ 6,647,821 $ (6,647,821 ) — Accumulated Deficit $ (1,649,255 ) $ (14,281,010 ) $ (15,930,265 ) Total Shareholders’ equity (deficit) $ 5,000,010 $ (20,929,040 ) $ (15,929,030 ) Number of Class A ordinary shares subject to possible redemption 42,907,096 2,092,904 45,000,000 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 six months ended June 30, 2021: Six Months Ended June 30, 2021 (Unaudited) As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A ordinary shares subject to possible redemption $ (1,644,260 ) $ 1,644,260 — Initial classification of Class A ordinary shares subject $ 430,715,220 ($ 430,715,220 ) — The impact to the reported amounts of basic and diluted earnings per common share is presented below for the Affected Periods: Three Months ended March 31, 2021 (unaudited) Earnings Per Share As Previously Reported Adjustment As Restated Diluted weighted average shares outstanding – Class A ordinary shares $ 45,000,000 $ (5,500,000 ) $ 39,500,000 Basic and Diluted Net Loss per Share, Class A ordinary shares $ (0.00 ) $ (0.04 ) $ (0.04 ) Basic and Diluted Net Loss per Share, Class B ordinary shares $ (0.16 ) $ 0.12 $ (0.04 ) Three Months ended June 30, 2021 (unaudited) Earnings Per Share As Previously Reported Adjustment As Restated Basic and Diluted Net Income per Share, Class A ordinary shares $ (0.00 ) $ 0.00 $ 0.00 Basic and Diluted Net Income per Share, Class B ordinary shares $ 0.02 $ (0.02 ) $ 0.00 Six Months ended June 30, 2021 (unaudited) Earnings Per Share As Previously Reported Adjustment As Restated Diluted weighted average shares outstanding – Class A ordinary shares $ 45,000,000 $ (2,734,807 ) $ 42,265,193 Basic and Diluted Net Loss per Share, Class A ordinary $ (0.00 ) $ (0.03 ) $ (0.03 ) Basic and Diluted Net Loss per Share, Class B ordinary $ (0.14 ) $ 0.11 $ (0.03 ) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying fina ncial state The accompanying unaudited condensed fi nancial st 10-K T 10-K 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 . Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilit Making estimates requires management to exercise significant judgement. Significant estimates included in these financial statements are the valuation of the FPA asset. 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. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Cash Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury Securities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. FPA Asset The Company accounts for the Forward Purchase Agreement (“FPA”) as a derivative instrument based on an assessment of the specific terms of the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the FPA is a freestanding financial instrument pursuant to ASC 480 and meets the definition of a derivative asset or liability pursuant to ASC 480. This assessment, which requires the use of professional judgment, is conducted at the time of execution of the FPA and as of each subsequent quarterly period end date while the FPA is outstanding. Changes in the estimated fair value of the FPA between reporting periods is recognized as a non-cash 10 . Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $25,304,775 were charged to shareholders’ equity upon the completion of the Initial Public Offering . Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Net income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASC ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the three and nine months ended September 30, 2021: Three Months Ended Nine Months Ended Class A Class A and Non-Redeemable Class A Class A and Non-Redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 738,739 $ 202,743 $ (548,315 ) $ (154,458 ) Denominator: Basic and Diluted Weighted Average Shares Outstanding 45,000,000 12,350,000 43,505,535 12,255,311 Basic and Diluted Net Income (Loss) per Ordinary Share $ 0.02 $ 0.02 $ (0.01 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts . Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than the FPA asset. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any recently issued, but not yet effective, accounting stand ards, i s |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2021 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 Pursuant to the Initial Public Offering, the Company sold 45,000,000 Public Shares, which includes a full exercise by the underwriters of their over-allotment |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2021 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,100,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $11,000,000, in a private placement. A portion of the proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 Founder Shares On October 23, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”). On December 1, 2020, the Company effected a 2,875,000 share dividend, on December 24, 2020, the Company effected a 4,250,000 share dividend and on January 7, 2021, the Company effected a 1,250,000 share dividend, resulting in an aggregate of 11,250,000 Founder Shares outstanding. All share and per-share The Founder Shares included an aggregate of up to 1,250,000 shares subject to forfeiture depending on the extent to which the underwriters’ over- allotment option was not exercised in full, so that the number of Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Support Agreement The Company entered into an agreement, commencing on January 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial, and administrative support services. For the three and nine months ended September 30, 2021, the Company incurred $60,000 and $180,000, respectively, in fees for these services which is reflected in accrued expenses as of September 30, 2021. Promissory Note — Related Party On October 23, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 . Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on January 6, 2021, the holders of the Founder Shares and Private Placement Shares and any shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed before or on the effective date of the Initial Public Offering. The holders of these securities will be entitled to make up to Pursuant to the forward purchase agreement, the Company will agree that it will use its commercially reasonable efforts to (i) within 30 days after the closing of a Business Combination, file a registration statement with the SEC for a secondary offering of the forward purchase investor’s forward purchase shares and any other Class A ordinary shares acquired by the forward purchase investor, including any acquisitions after the Company completes a Business Combination, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 90 days after the closing of a Business Combination and (iii) maintain the effectiveness of such registration statement and to ensure the registration statement does not contain a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the date on which a forward purchase investor ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sol d publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreement. The Company will bear the cost of registering these securities. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per share, or $15,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement The Company entered into a forward purchase agreement which will provide for the purchase of a certain number of shares (the “forward purchase shares”), up to 5,000,000 forward purchase shares for $10.00 per share, or an aggregate purchase price of $50,000,000 in a private placement to close concurrently with the closing of a Business Combination. The forward purchase agreement provides that the forward purchase investor may decline to purchase some or all of the forward purchase shares if the Sponsor and the Sponsor’s affiliates collectively own 25% or more of the outstanding shares of the Company when the private placement of the forward purchase shares is initiated. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase shares will be identical to the Class A ordinary shares being sold in the Initial Public Offering, except that they will be subject to certain registration rights. The amount of forward purchase shares sold pursuant to the forward purchase agreement will be determined by the Company at its sole discretion. |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 8 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 shares of Class A ordinary shares with a par value of per share. Holders of the Company’s Class A ordinary shares are entitled to vote for each share. As of September 30, 2021, there were Class A ordinary shares outstanding which were subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets. |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY (DEFICIT) | NOTE 9 P r e f e r e n c e Sh a r e s Class A Ordinary Shares g, excluding 45,000,000 shares subject to redemption and presented as temporary equity. Class B Ordinary Shares at September 30, 2021 and December 31, 2020. 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 at a ratio as-converted one-to-one. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2021, assets held in the Trust Account were comprised of $450,019,615 in money market funds which are invested primarily in U.S. Treasury Securities. During the three and nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 450,019,615 FPA Asset 3 $ 471,389 FPA Asset The asset for million pursuant to the FPA is discounted to present value and compared to the fair value of the ordinary shares to be issued pursuant to the FPA. The fair value of the ordinary shares to be issued under the FPA is based on the public trading price of the Shares issued in the Company’s Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the ordinary shares to be issued compared to the The key inputs into the valuation analysis for the Forward Purchase Agreement were as follows at September 30, 2021: Input September 30, 2021 Risk-free interest 0.1 % Years to expected IBC date 0.75 Conditional probability of Securities Issued 90.0 % Fair value of security at valuation date $ (0.10 ) The following table presents a summary of the changes in the fair value of the FPA asset, a Level 3 asset, measured on a recurring basis. FPA Asset Fair value, January 11, 2021 $ 73,207 Recognized loss on change in fair value 1,590,883 Fair value, March 31, 2021 $ 1,664,090 Recognized gain on change in fair value (507,612 ) Fair value, June 30, 2021 $ 1,156,478 Recognized gain on change in fair value (1,627,867 ) Fair value, September 30, 202 1 $ (471,389 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 -SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the restatements described in Note 2. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying fina ncial state The accompanying unaudited condensed fi nancial st 10-K T 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved . Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging . |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilit Making estimates requires management to exercise significant judgement. Significant estimates included in these financial statements are the valuation of the FPA asset. 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. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Cash Held in Trust Account | Cash Held in Trust Account At September 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury Securities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
FPA Asset | FPA Asset The Company accounts for the Forward Purchase Agreement (“FPA”) as a derivative instrument based on an assessment of the specific terms of the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the FPA is a freestanding financial instrument pursuant to ASC 480 and meets the definition of a derivative asset or liability pursuant to ASC 480. This assessment, which requires the use of professional judgment, is conducted at the time of execution of the FPA and as of each subsequent quarterly period end date while the FPA is outstanding. Changes in the estimated fair value of the FPA between reporting periods is recognized as a non-cash 10 . |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $25,304,775 were charged to shareholders’ equity upon the completion of the Initial Public Offering . |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Net income (Loss) per Common Share | Net income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASC ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary share is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the three and nine months ended September 30, 2021: Three Months Ended Nine Months Ended Class A Class A and Non-Redeemable Class A Class A and Non-Redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 738,739 $ 202,743 $ (548,315 ) $ (154,458 ) Denominator: Basic and Diluted Weighted Average Shares Outstanding 45,000,000 12,350,000 43,505,535 12,255,311 Basic and Diluted Net Income (Loss) per Ordinary Share $ 0.02 $ 0.02 $ (0.01 ) $ (0.01 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than the FPA asset. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any recently issued, but not yet effective, accounting stand ards, i s |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the three and nine months ended September 30, 2021: Three Months Ended Nine Months Ended Class A Class A and Non-Redeemable Class A Class A and Non-Redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 738,739 $ 202,743 $ (548,315 ) $ (154,458 ) Denominator: Basic and Diluted Weighted Average Shares Outstanding 45,000,000 12,350,000 43,505,535 12,255,311 Basic and Diluted Net Income (Loss) per Ordinary Share $ 0.02 $ 0.02 $ (0.01 ) $ (0.01 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of impact of restatement on financial statements | 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: March 31, 2021 (Unaudited) As Previously Reported Adjustment As Restated Class A Ordinary Shares subject to possible redemption $ 428,800,700 $ 21,199,300 $ 450,000,000 Class A ordinary shares $ 322 $ (212 ) 110 Additional Paid-in Capital $ 6,918,078 $ (6,918,078 ) — Accumulated Deficit $ (1,919,524 ) $ (14,281,010 ) $ (16,200,534 ) Total Shareholders’ equity (deficit) $ 5,000,001 $ (21,199,300 ) $ (16,199,299 ) Number of Class A ordinary shares subject to possible redemption 42,880,070 2,119,930 45,000,000 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 three months ended March 31, 2021: Three Months Ended March 31, 2021 (Unaudited) As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A ordinary shares subject to possible redemption $ (1,914,520 ) $ 1,914,520 — Initial classification of Class A ordinary shares subject $ 430,715,220 ($ 430,715,220 ) — 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: June 30, 2021 (Unaudited) As Previously Reported Adjustment As Restated Class A Ordinary Shares subject to possible redemption $ 429,070,960 $ 20,929,040 $ 450,000,000 Class A ordinary shares $ 319 $ (209 ) 110 Additional Paid-in Capital $ 6,647,821 $ (6,647,821 ) — Accumulated Deficit $ (1,649,255 ) $ (14,281,010 ) $ (15,930,265 ) Total Shareholders’ equity (deficit) $ 5,000,010 $ (20,929,040 ) $ (15,929,030 ) Number of Class A ordinary shares subject to possible redemption 42,907,096 2,092,904 45,000,000 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 six months ended June 30, 2021: Six Months Ended June 30, 2021 (Unaudited) As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A ordinary shares subject to possible redemption $ (1,644,260 ) $ 1,644,260 — Initial classification of Class A ordinary shares subject $ 430,715,220 ($ 430,715,220 ) — The impact to the reported amounts of basic and diluted earnings per common share is presented below for the Affected Periods: Three Months ended March 31, 2021 (unaudited) Earnings Per Share As Previously Reported Adjustment As Restated Diluted weighted average shares outstanding – Class A ordinary shares $ 45,000,000 $ (5,500,000 ) $ 39,500,000 Basic and Diluted Net Loss per Share, Class A ordinary shares $ (0.00 ) $ (0.04 ) $ (0.04 ) Basic and Diluted Net Loss per Share, Class B ordinary shares $ (0.16 ) $ 0.12 $ (0.04 ) Three Months ended June 30, 2021 (unaudited) Earnings Per Share As Previously Reported Adjustment As Restated Basic and Diluted Net Income per Share, Class A ordinary shares $ (0.00 ) $ 0.00 $ 0.00 Basic and Diluted Net Income per Share, Class B ordinary shares $ 0.02 $ (0.02 ) $ 0.00 Six Months ended June 30, 2021 (unaudited) Earnings Per Share As Previously Reported Adjustment As Restated Diluted weighted average shares outstanding – Class A ordinary shares $ 45,000,000 $ (2,734,807 ) $ 42,265,193 Basic and Diluted Net Loss per Share, Class A ordinary $ (0.00 ) $ (0.03 ) $ (0.03 ) Basic and Diluted Net Loss per Share, Class B ordinary $ (0.14 ) $ 0.11 $ (0.03 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 450,019,615 FPA Asset 3 $ 471,389 |
Summary of fair value measurements inputs | The key inputs into the valuation analysis for the Forward Purchase Agreement were as follows at September 30, 2021: Input September 30, 2021 Risk-free interest 0.1 % Years to expected IBC date 0.75 Conditional probability of Securities Issued 90.0 % Fair value of security at valuation date $ (0.10 ) |
Summary of changes in the FPA Asset | The following table presents a summary of the changes in the fair value of the FPA asset, a Level 3 asset, measured on a recurring basis. FPA Asset Fair value, January 11, 2021 $ 73,207 Recognized loss on change in fair value 1,590,883 Fair value, March 31, 2021 $ 1,664,090 Recognized gain on change in fair value (507,612 ) Fair value, June 30, 2021 $ 1,156,478 Recognized gain on change in fair value (1,627,867 ) Fair value, September 30, 202 1 $ (471,389 ) |
ORGANIZATION AND PLAN OF BUSI_2
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details) - USD ($) | Jan. 11, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Proceeds from Issuance of Equity [Abstract] | ||||||
Gross proceeds from initial public offering | $ 441,000,000 | |||||
Transaction costs | $ 25,304,775 | $ 392,268 | ||||
Underwriting fees | 9,000,000 | |||||
Deferred underwriting fees | 15,750,000 | $ 15,750,000 | 15,750,000 | |||
Other offering costs | 554,775 | |||||
Cash held outside of trust account | 1,995,000 | 451,456 | 451,456 | |||
Net proceeds deposited in trust account | $ 450,000,000 | 450,019,615 | 450,019,615 | |||
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10 | |||||
Net cash provided by (used in) operating activities | (1,013,769) | |||||
Net Income (loss) | 941,482 | $ 270,269 | $ (1,914,524) | (702,773) | ||
Change in fair value of FPA assets | 1,627,867 | 471,389 | ||||
Interest earned on marketable securities held in Trust Account | 6,914 | 19,615 | ||||
Changes in operating assets and liabilities | 180,008 | |||||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | ||||||
Proceeds from Issuance of Equity [Abstract] | ||||||
Debt instrument face amount | $ 2,000,000 | $ 2,000,000 | ||||
Debt instrument convertible conversion price | $ 10 | $ 10 | ||||
Maximum [Member] | ||||||
Proceeds from Issuance of Equity [Abstract] | ||||||
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10 | |||||
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000 | |||||
Public Shares [Member] | ||||||
Proceeds from Issuance of Equity [Abstract] | ||||||
Share price (in dollars per share) | 10 | $ 10 | ||||
Initial Public Offering [Member] | ||||||
Proceeds from Issuance of Equity [Abstract] | ||||||
Shares issued (in shares) | 45,000,000 | |||||
Initial Public Offering [Member] | Public Shares [Member] | ||||||
Proceeds from Issuance of Equity [Abstract] | ||||||
Shares issued (in shares) | 45,000,000 | |||||
Share price (in dollars per share) | $ 10 | |||||
Gross proceeds from initial public offering | $ 450,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Proceeds from Issuance of Equity [Abstract] | ||||||
Shares issued (in shares) | 5,000,000 | |||||
Over-Allotment Option [Member] | Public Shares [Member] | ||||||
Proceeds from Issuance of Equity [Abstract] | ||||||
Shares issued (in shares) | 5,000,000 | |||||
Share price (in dollars per share) | $ 10 | |||||
Private Placement [Member] | ||||||
Proceeds from Issuance of Equity [Abstract] | ||||||
Shares issued (in shares) | 1,100,000 | 1,100,000 | ||||
Share price (in dollars per share) | $ 10 | $ 10 | $ 10 | |||
Gross proceeds from initial public offering | $ 11,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Schedule of impact of restatement on financial statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Class A Ordinary Shares subject to possible redemption | $ 450,000,000 | ||||
Additional Paid-in Capital | 0 | $ 23,875 | |||
Accumulated Deficit | (14,988,783) | (5,000) | |||
Total Shareholders' equity (deficit) | $ (15,929,030) | $ (16,199,299) | $ (15,929,030) | (14,987,548) | $ 20,000 |
Common Class A [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Ordinary shares | $ 110 | ||||
Number of Class A ordinary shares subject to possible redemption | 45,000,000 | 0 | |||
Common Class B [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Ordinary shares | $ 1,125 | $ 1,125 | |||
As Previously Reported [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Class A Ordinary Shares subject to possible redemption | 429,070,960 | 428,800,700 | 429,070,960 | ||
Additional Paid-in Capital | 6,647,821 | 6,918,078 | 6,647,821 | ||
Accumulated Deficit | (1,649,255) | (1,919,524) | (1,649,255) | ||
Total Shareholders' equity (deficit) | $ 5,000,010 | 5,000,001 | $ 5,000,010 | ||
Number of Class A ordinary shares subject to possible redemption | 42,907,096 | 42,907,096 | |||
Change in value of Class A ordinary shares subject to possible redemption | (1,914,520) | $ (1,644,260) | |||
Initial classification of common stock subject to possible redemption | 430,715,220 | 430,715,220 | |||
As Previously Reported [Member] | Common Class A [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Ordinary shares | $ 319 | $ 322 | $ 319 | ||
Number of Class A ordinary shares subject to possible redemption | 42,880,070 | ||||
Diluted weighted average shares outstanding – Class A ordinary shares | 45,000,000 | 45,000,000 | |||
Basic and Diluted Net Income Loss per Share | $ 0 | $ 0 | $ 0 | ||
As Previously Reported [Member] | Common Class B [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Basic and Diluted Net Income Loss per Share | $ 0.02 | $ (0.16) | $ (0.14) | ||
Adjustment [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Class A Ordinary Shares subject to possible redemption | $ 20,929,040 | $ 21,199,300 | $ 20,929,040 | ||
Additional Paid-in Capital | (6,647,821) | (6,918,078) | (6,647,821) | ||
Accumulated Deficit | (14,281,010) | (14,281,010) | (14,281,010) | ||
Total Shareholders' equity (deficit) | $ (20,929,040) | (21,199,300) | $ (20,929,040) | ||
Number of Class A ordinary shares subject to possible redemption | 2,092,904 | 2,092,904 | |||
Change in value of Class A ordinary shares subject to possible redemption | 1,914,520 | $ 1,644,260 | |||
Initial classification of common stock subject to possible redemption | 430,715,220 | 430,715,220 | |||
Adjustment [Member] | Common Class A [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Ordinary shares | $ (209) | $ (212) | $ (209) | ||
Number of Class A ordinary shares subject to possible redemption | 2,119,930 | ||||
Diluted weighted average shares outstanding – Class A ordinary shares | (5,500,000) | (2,734,807) | |||
Basic and Diluted Net Income Loss per Share | $ 0 | $ (0.04) | $ (0.03) | ||
Adjustment [Member] | Common Class B [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Basic and Diluted Net Income Loss per Share | $ (0.02) | $ 0.12 | $ 0.11 | ||
As Restated [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Class A Ordinary Shares subject to possible redemption | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | ||
Additional Paid-in Capital | 0 | 0 | 0 | ||
Accumulated Deficit | (15,930,265) | (16,200,534) | (15,930,265) | ||
Total Shareholders' equity (deficit) | $ (15,929,030) | (16,199,299) | $ (15,929,030) | ||
Number of Class A ordinary shares subject to possible redemption | 45,000,000 | 45,000,000 | |||
Change in value of Class A ordinary shares subject to possible redemption | 0 | $ 0 | |||
Initial classification of common stock subject to possible redemption | 0 | 0 | |||
As Restated [Member] | Common Class A [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Ordinary shares | $ 110 | $ 110 | $ 110 | ||
Number of Class A ordinary shares subject to possible redemption | 45,000,000 | ||||
Diluted weighted average shares outstanding – Class A ordinary shares | 39,500,000 | 42,265,193 | |||
Basic and Diluted Net Income Loss per Share | $ 0 | $ (0.04) | $ (0.03) | ||
As Restated [Member] | Common Class B [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Basic and Diluted Net Income Loss per Share | $ 0 | $ (0.04) | $ (0.03) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Changes and Error Corrections [Abstract] | |
Minimum Tangible Assets For Business Combination | $ 5,000,001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of basic and diluted net income (loss) per common share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Numerator: | ||||
Allocation of net income (loss), as adjusted | $ 941,482 | $ 270,269 | $ (1,914,524) | $ (702,773) |
Class A redeemable ordinary shares [Member] | ||||
Numerator: | ||||
Allocation of net income (loss), as adjusted | $ 738,739 | $ (548,315) | ||
Denominator: | ||||
Weighted average shares outstanding | 45,000,000 | 43,505,535 | ||
Basic and diluted net income (loss) per share | $ 0.02 | $ (0.01) | ||
Class A and Class B Nonredeemable Ordinary Shares [member] | ||||
Numerator: | ||||
Allocation of net income (loss), as adjusted | $ 202,743 | $ (154,458) | ||
Denominator: | ||||
Weighted average shares outstanding | 12,350,000 | 12,255,311 | ||
Basic and diluted net income (loss) per share | $ 0.02 | $ (0.01) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2021 | Jan. 11, 2021 | Dec. 31, 2020 |
Net Loss Per Ordinary Share [Abstract] | |||
Federal depository insurance coverage | $ 250,000 | ||
Deferred Costs, Current [Abstract] | |||
Offering costs | $ 25,304,775 | $ 392,268 | |
Cash and Cash Equivalents [Abstract] | |||
Cash equivalents | 0 | 0 | |
Income Taxes [Abstract] | |||
Unrecognized Tax Benefits | 0 | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jan. 11, 2021 | Sep. 30, 2021 |
Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Unit price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | ||
Initial Public Offering [Abstract] | ||
Shares issued (in shares) | 45,000,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Shares issued (in shares) | 45,000,000 | |
Unit price (in dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Abstract] | ||
Shares issued (in shares) | 5,000,000 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Shares issued (in shares) | 5,000,000 | |
Unit price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jan. 11, 2021 | Sep. 30, 2021 |
Private Placement Shares [Abstract] | ||
Gross proceeds from issuance of warrants | $ 11,000,000 | |
Private Placement [Member] | ||
Private Placement Shares [Abstract] | ||
Shares issued (in shares) | 1,100,000 | 1,100,000 |
Share price (in dollars per share) | $ 10 | $ 10 |
Gross proceeds from issuance of warrants | $ 11,000,000 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | Jan. 07, 2021shares | Dec. 24, 2020shares | Dec. 01, 2020shares | Oct. 23, 2020USD ($)shares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020shares |
Founder Shares [Abstract] | ||||||
Stock conversion basis at time of business combination | 1 | |||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 1,250,000 | 4,250,000 | 2,875,000 | |||
Shares, outstanding | 11,250,000 | |||||
Founder Shares [Member] | Sponsor [Member] | Common Class A [Member] | ||||||
Founder Shares [Abstract] | ||||||
Stock conversion basis at time of business combination | 1 | |||||
Number of trading days | 20 days | |||||
Trading day threshold period | 30 days | |||||
Founder Shares [Member] | Sponsor [Member] | Common Class A [Member] | Minimum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 12 | |||||
Threshold period after initial Business Combination | 120 days | |||||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Proceeds from Issuance of Common Stock | $ | $ 25,000 | |||||
Shares issued (in shares) | 2,875,000 | |||||
Number of shares subject to forfeiture (in shares) | 0 | |||||
Ownership interest, as converted percentage | 20.00% | |||||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||||
Founder Shares [Abstract] | ||||||
Number of shares subject to forfeiture (in shares) | 1,250,000 | |||||
Founder Shares [Member] | Director One [Member] | Class B Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 75,000 | |||||
Founder Shares [Member] | Director Two [Member] | Class B Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 75,000 | |||||
Founder Shares [Member] | Director Three [Member] | Class B Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 75,000 | |||||
Founder Shares [Member] | Director Four [Member] | Class B Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 75,000 | |||||
Founder Shares [Member] | Director [Member] | Class B Ordinary Shares [Member] | ||||||
Founder Shares [Abstract] | ||||||
Shares issued (in shares) | 300,000 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Support Agreement, Promissory Note - Related Party and Related Party Loans (Details) - USD ($) | Jan. 15, 2021 | Jan. 11, 2021 | Oct. 23, 2020 | Sep. 30, 2021 | Sep. 30, 2021 |
Related Party Transactions [Abstract] | |||||
Repayment of debt to related party | $ 144,545 | ||||
Accrued Expense [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction | $ 60,000 | 180,000 | |||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction | $ 300,000 | ||||
Repayment of debt to related party | $ 144,545 | ||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction | $ 20,000 | ||||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction | 2,000,000 | ||||
Notes Payable, Related Parties | $ 10 | $ 10 | |||
Share price (in dollars per share) | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($)$ / sharesshares | Jan. 11, 2021USD ($) | |
Underwriting Agreement [Abstract] | ||
Deferred underwriter fee discount (in dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting fees | $ | $ 15,750,000 | $ 15,750,000 |
Forward Purchase Agreement [Abstract] | ||
Aggregate purchase price under forward purchase agreement | $ | $ 50,000,000 | |
Warrants exercise price (in dollars per share) | $ / shares | $ 10 | |
Maximum [Member] | ||
Registration and Stockholder Rights [Abstract] | ||
Number of demands eligible security holder can make | 3 | |
Forward Purchase Agreement [Abstract] | ||
Number of securities entitled to purchase (in shares) | shares | 5,000,000 | |
Sponsor and Sponsors's Affiliates [Member] | Private Placement [Member] | Minimum [Member] | ||
Forward Purchase Agreement [Abstract] | ||
Percentage of collectively own outstanding shares under forward purchase agreement | 25.00% |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION - Additional Information (Details) - Class A Redeemable Common Stock [Member] | Sep. 30, 2021Day$ / sharesshares |
Temporary Equity [Line Items] | |
Temporary equity shares authorized | 200,000,000 |
Temporary equity par or stated value per share | $ / shares | $ 0.0001 |
Temporary equity, shares outstanding | 45,000,000 |
Temporary equity shares , number of votes per share | Day | 1 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) (Details) | 9 Months Ended | |
Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Stockholders' Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Stock conversion percentage threshold | 20.00% | |
Stock conversion basis at time of business combination | 1 | |
Common Class A [Member] | ||
Stockholders' Equity [Abstract] | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
Voting right per share | one | |
Ordinary shares, shares issued (in shares) | 1,100,000 | 0 |
Ordinary shares, shares outstanding (in shares) | 1,100,000 | 0 |
Ordinary shares subject to possible redemption (in shares) | 45,000,000 | 0 |
Class B Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
Voting right per share | one | |
Ordinary shares, shares issued (in shares) | 11,250,000 | 11,250,000 |
Ordinary shares, shares outstanding (in shares) | 11,250,000 | 11,250,000 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities Measured at Fair value on a Recurring Basis (Details) | Sep. 30, 2021USD ($) |
Assets: | |
FPA Asset | $ 471,389 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |
Assets: | |
FPA Asset | 471,389 |
Us Treasury Securities Money market Fund [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Investments held in Trust Account | $ 450,019,615 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of Fair Value Measurements Inputs (Detail) | Sep. 30, 2021yr |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.1 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.75 |
Measurement Input Price Probability [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 90 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | (0.10) |
FAIR VALUE MEASUREMENTS - Sum_3
FAIR VALUE MEASUREMENTS - Summary of changes in the FPA Asset (Details) - Fair Value, Inputs, Level 3 [Member] - FPA Asset [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value | $ 1,156,478 | $ 1,664,090 | $ 73,207 |
Recognized gain (loss) on change in fair value | (1,627,867) | (507,612) | 1,590,883 |
Fair value | $ (471,389) | $ 1,156,478 | $ 1,664,090 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Jan. 11, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Assets held in trust | $ 450,019,615 | $ 450,019,615 | $ 450,000,000 |
Proceeds From Interest income | 0 | 0 | |
Aggregate FPA Commitment | 50,000,000 | 50,000,000 | |
Excess (liability) or deficit (asset) of the fair value of the common stock to be issued | 50,000,000 | $ 50,000,000 | |
Percentage of probability assigned to the consummation of business combination | 90.00% | ||
Money Market Funds [Member] | US Treasury Securities [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Assets held in trust | $ 450,019,615 | $ 450,019,615 |