Document And Entity Information
Document And Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2020 | Mar. 25, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Bridgetown 2 Holdings Ltd | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001831236 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39932 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Interactive Data Current | Yes | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 29,900,000 | ||
Class B Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 7,475,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) | |
ASSETS | ||
Current asset – cash | $ 25,000 | |
Deferred offering costs | 142,954 | |
TOTAL ASSETS | 167,954 | |
Current liabilities | ||
Accrued offering costs | 62,302 | |
Promissory note — related party | 90,652 | |
Total Liabilities | 152,954 | |
Commitments and Contingencies | ||
Shareholder’s Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 24,252 | |
Accumulated deficit | (10,000) | |
Total Shareholder’s Equity | 15,000 | |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | 167,954 | |
Class A ordinary shares | ||
Shareholder’s Equity | ||
Common stock, value | ||
Class B ordinary shares | ||
Shareholder’s Equity | ||
Common stock, value | 748 | [1] |
Total Shareholder’s Equity | $ 748 | |
[1] | Included an aggregate of up to 975,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). In December 2020, the Sponsor returned to the Company for cancellation, at no cost, an aggregate of 10,062,500 Class B ordinary shares, and in January 2021, the Company effected a 0.3 share dividend for each Class B ordinary share issued and outstanding, resulting in an aggregate of 7,475,000 Class B ordinary shares issued and outstanding (see Note 4). All share and per-share amounts have been retroactively restated. |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A ordinary shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized shares | 200,000,000 |
Ordinary shares, issued shares | |
Ordinary shares, outstanding shares | |
Class B ordinary shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized shares | 20,000,000 |
Ordinary shares, issued shares | 7,475,000 |
Ordinary shares, outstanding shares | 7,475,000 |
Ordinary shares subject to forfeiture | 975,000 |
Sponsor returned for cancellation no cost shares | 10,062,500 |
Statement of Operations
Statement of Operations | 6 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Statement of Comprehensive Income [Abstract] | ||
Formation and operating costs | $ 10,000 | |
Net Loss | $ (10,000) | |
Weighted average ordinary shares outstanding, basic and diluted (in Shares) | shares | 6,500,000 | [1] |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ / shares | $ 0 | |
[1] | Excluded an aggregate of up to 975,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). In December 2020, the Sponsor returned to the Company for cancellation, at no cost, an aggregate of 10,062,500 Class B ordinary shares, and in January 2021, the Company effected a 0.3 share dividend for each Class B ordinary share issued and outstanding, resulting in an aggregate of 7,475,000 Class B ordinary shares issued and outstanding (see Note 4). All share and per-share amounts have been retroactively restated. |
Statement of Changes in Shareho
Statement of Changes in Shareholder’s Equity - 6 months ended Dec. 31, 2020 - USD ($) | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Jun. 23, 2020 | |||||
Balance (in Shares) at Jun. 23, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 748 | 24,252 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor (in Shares) | [1] | 7,475,000 | |||
Net loss | (10,000) | (10,000) | |||
Balance at Dec. 31, 2020 | $ 748 | $ 24,252 | $ (10,000) | $ 15,000 | |
Balance (in Shares) at Dec. 31, 2020 | 7,475,000 | ||||
[1] | Included an aggregate of up to 975,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). In December 2020, the Sponsor returned to the Company for cancellation, at no cost, an aggregate of 10,062,500 Class B ordinary shares, and in January 2021, the Company effected a 0.3 share dividend for each Class B ordinary share issued and outstanding, resulting in an aggregate of 7,475,000 Class B ordinary shares issued and outstanding (see Note 4). All share and per-share amounts have been retroactively restated. |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (10,000) | $ (10,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Payment of formation costs through promissory note | 10,000 | |
Net cash used in operating activities | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to the Sponsor | 25,000 | |
Net cash provided by financing activities | 25,000 | |
Net Change in Cash | 25,000 | |
Cash – Beginning | ||
Cash – Ending | $ 25,000 | 25,000 |
Non-cash investing and financing activities: | ||
Deferred offering costs included in accrued offering costs | 62,302 | |
Deferred offering costs paid through promissory note - related party | $ 80,652 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Bridgetown 2 Holdings Limited (the “Company”) was incorporated in the Cayman Islands on June 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 24, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 29,900,000 Class A ordinary shares (the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,900,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $299,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 12,960,000 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant in a private placement to Bridgetown 2 LLC (the “Sponsor”), generating gross proceeds of $6,480,000, which is described in Note 4. Transaction costs that were charged to equity amounted to $14,198,776, consisting of $4,980,000 of underwriting fees, $8,715,000 of deferred underwriting fees and $503,776 of other offering costs. Following the closing of the Initial Public Offering on January 28, 2021, an amount of $299,000,000 ($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 Warrants was placed in a trust account (the “Trust Account”), located in the United States and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the our signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding Public Shares. The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination 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 by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other 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 U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 4) and Public Shares held by it 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 a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination by January 28, 2023 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. The Company will have until January 28, 2023 to complete a Business Combination (the “Combination Period”). 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, 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 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for 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 amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except 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”). Moreover, 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 (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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 December 31, 2020. Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 28, 2021, offering costs amounting to $14,198,776 were charged to shareholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $142,954 of deferred offering costs recorded in the accompanying balance sheet. 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 December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 975,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. 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 Corporation coverage limits of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Dec. 31, 2020 | |
Regulated Operations [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 29,900,000 Public Shares which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,900,000 Public Shares, at a purchase price of $10.00 per Public Share. Each Public Share consists of one Class A ordinary share. |
Private Placement
Private Placement | 6 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 12,960,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of $6,480,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On November 4, 2020, the Sponsor purchased 15,812,500 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. In December 2020, the Sponsor returned to the Company for cancellation, at no cost, an aggregate of 10,062,500 Founder Shares, resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares. In December 2020, the Sponsor transferred 947,097 Founder Shares to its Chief Executive Officer, 299,241 Founder Shares to an affiliate of the Sponsor and 5,000 Founder Shares to each of its independent director nominees and its senior advisor. In January 2021 the Company effected a share dividend of 0.3 shares for each Founder Share in issue, resulting in an aggregate of 7,475,000 Founder Shares outstanding. All share and per share amounts have been retroactively restated. The Founder Shares included an aggregate of up to 975,000 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option in January 2021, a total of 975,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 12,960,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, for an aggregate purchase price of $6,480,000, in a private placement. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Promissory Note — Related Party On November 3, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the completion of the Initial Public Offering. As of December 31, 2020, there was $90,652 in borrowings outstanding under the Promissory Note, which is currently due on demand. 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 (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $0.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Affiliates Participation in Proposed Offering On January 28, 2021, affiliates of the Sponsor purchased $78,750,000 of Class A ordinary shares (7,875,000 ordinary shares at $10,00 per ordinary share) in the Initial Public Offering. The underwriters did not receive any underwriting discounts or commissions on $50,000,000 of the Class A ordinary shares purchased by the sponsor affiliates and a third party introduced by the sponsor. These sponsor affiliates and a third party introduced by the sponsor have the same redemption rights and rights to the funds held in the Trust Account with respect to the Class A ordinary shares purchased in the Initial Public Offering as the rights afforded to the public shareholders. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration and shareholders rights agreement entered into on January 25, 2021, the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. In addition, if the sponsor affiliates or the third party introduced by the sponsor acquire shares in the Initial Public Offering they would become affiliates (as defined in the Securities Act) of the Company following the Initial Public Offering, and the Company would file a registration statement following the Initial Public Offering to register the resale of the Public Shares purchased by the sponsor affiliates (or their nominees) or the third party introduced by the sponsor in the Initial Public Offering. The sponsor affiliates and the third party introduced by the sponsor will not be subject to any lock-up period with respect to any Public Shares they may purchase. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per share, or $8,715,000 in the aggregate on 24,900,000 shares sold in the Initial Public Offering, which excludes 5,000,000 of the 7,875,000 shares that were purchased by an affiliate. |
Shareholder_s Equity
Shareholder’s Equity | 6 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDER’S EQUITY | NOTE 7 — SHAREHOLDER’S EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares 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; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Private Placement Warrants |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 28, 2021, offering costs amounting to $14,198,776 were charged to shareholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $142,954 of deferred offering costs recorded in the accompanying balance sheet. |
Income Taxes | 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 December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 975,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. |
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 Corporation coverage limits of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jan. 28, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Transaction costs | $ 14,198,776 | |
Underwriting fees | 4,980,000 | |
Deferred underwriting fees | 8,715,000 | |
Other offering costs | $ 503,776 | |
Public per share (in Dollars per share) | $ 10 | |
Percentage of fair market value | 80.00% | |
Ownership interest, percentage | 50.00% | |
Net tangible assets | $ 5,000,001 | |
Aggregate of public share, percentage | 15.00% | |
Redemption of public shares percentage | 100.00% | |
Dissolution expenses | $ 100,000 | |
Initial Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Price per unit (in Dollars per share) | $ 10 | |
Public per share (in Dollars per share) | $ 10 | |
Initial Public Offering [Member] | Subsequent Event [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Issuance of shares (in Shares) | 29,900,000 | |
Net Proceeds | $ 299,000,000 | |
Public per share (in Dollars per share) | $ 10 | |
Maturity term | 185 days | |
Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Issuance of shares (in Shares) | 3,900,000 | |
Public per share price (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 299,000,000 | |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Generating gross proceeds | $ 6,480,000 | |
Sale of warrants (in Shares) | 12,960,000 | |
Price per unit (in Dollars per share) | $ 0.50 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jan. 28, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Deferred offering costs | $ 142,954 | |
Federal depository insurance corporation coverage | $ 250,000 | |
Subsequent Event [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs | $ 14,198,776 | |
Class B Ordinary Shares [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Aggregate of ordinary shares that are subject to forfeiture (in Shares) | 975,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Purchase price per unit (in Dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock | 29,900,000 |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock | 3,900,000 |
Private Placement (Details)
Private Placement (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Warrants price, per share (in Dollars per share) | $ / shares | $ 0.50 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate purchase share (in Shares) | shares | 12,960,000 |
Purchase price of private placement | $ 6,480,000 |
Class A Ordinary Share [Member] | |
Private Placement (Details) [Line Items] | |
Common stock, exercise price | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 04, 2020 | Jan. 31, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | Nov. 03, 2020 |
Related Party Transactions (Details) [Line Items] | |||||
Sponsor limited exceptions, description | (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | ||||
Warrants price, per share (in Dollars per share) | $ 0.50 | ||||
Principal amount | $ 300,000 | ||||
Borrowings outstanding | $ 90,652 | ||||
Subsequent Event [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Founder shares no longer subject to forfeiture (in Shares) | 975,000 | ||||
Founder Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Sponsor purchased shares (in Shares) | 15,812,500 | ||||
Sponsor Purchase Price | $ 25,000 | ||||
Sponsor returned for cancellation no cost shares (in Shares) | 10,062,500 | ||||
Sponsor remaining shares (in Shares) | 5,750,000 | ||||
Founder shares, description | the Sponsor transferred 947,097 Founder Shares to its Chief Executive Officer, 299,241 Founder Shares to an affiliate of the Sponsor and 5,000 Founder Shares to each of its independent director nominees and its senior advisor. In January 2021 the Company effected a share dividend of 0.3 shares for each Founder Share in issue, resulting in an aggregate of 7,475,000 Founder Shares outstanding. All share and per share amounts have been retroactively restated. The Founder Shares included an aggregate of up to 975,000 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. | ||||
Related Party Loans [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Warrants price, per share (in Dollars per share) | $ 0.50 | ||||
Working capital loan | $ 1,500,000 | ||||
Private Placement [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Aggregate purchase share (in Shares) | 12,960,000 | ||||
Purchase price of private placement | $ 6,480,000 | ||||
Class A Ordinary Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Ordinary shares (in Shares) | |||||
Ordinary price, per share (in Dollars per share) | $ 0.0001 | ||||
Class A Ordinary Shares [Member] | Subsequent Event [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Affiliates sponsor agreed to purchase | $ 78,750,000 | ||||
Ordinary shares (in Shares) | 7,875,000 | ||||
Underwriting discounts or commissions | $ 50,000,000 | ||||
Ordinary price, per share (in Dollars per share) | $ 1,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Commitments and Contingencies (Details) [Line Items] | |
Per share price | $ / shares | $ 0.35 |
Deferred fee amount | $ | $ 8,715,000 |
Initial Public Offering [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Aggregate of shares | shares | 24,900,000 |
Underwriting shares issued | shares | 5,000,000 |
Affiliates sponsor agreed to purchase | $ | $ 7,875,000 |
Shareholder_s Equity (Details)
Shareholder’s Equity (Details) | 6 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholder’s Equity (Details) [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Business combination expire, term | 5 years |
Class A Ordinary Shares [Member] | |
Shareholder’s Equity (Details) [Line Items] | |
Ordinary shares, authorized | 200,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, issued | |
Ordinary shares, outstanding | |
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |
Shareholder’s Equity (Details) [Line Items] | |
Ordinary share per share value (in Dollars per share) | $ / shares | $ 11.50 |
Class B Ordinary Shares [Member] | |
Shareholder’s Equity (Details) [Line Items] | |
Ordinary shares, authorized | 20,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, issued | 7,475,000 |
Ordinary shares, outstanding | 7,475,000 |
Issued and outstanding, percentage | 20.00% |