Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | Pathfinder Acquisition Corporation |
Entity Central Index Key | 0001839132 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | AMENDMENT NO. 1 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 332,846 | ||
Total current assets | 1,374,061 | 17,000 | |
Prepaid expenses | 1,041,215 | 17,000 | |
Deferred offering costs associated with initial public offering | 25,000 | ||
Investments held in Trust Account | 325,008,727 | ||
Total Assets | 326,382,788 | 42,000 | |
Current liabilities: | |||
Accounts payable | 400,000 | ||
Accrued expenses | 188,986 | 25,000 | |
Total current liabilities | 588,986 | 25,000 | |
Derivative warrant liabilities | 11,180,000 | ||
Deferred underwriting commissions | 11,375,000 | ||
Total liabilities | 23,143,986 | 25,000 | |
Commitments and Contingencies | |||
Class A ordinary shares, $0.0001 par value; 29,823,880 and -0- shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 298,238,800 | ||
Shareholders' Equity: | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Class A ordinary shares | 268 | ||
Class B ordinary shares | 813 | 863 | |
Additional paid-in capital | 997,748 | 24,137 | |
Retained earnings (accumulated deficit) | 4,001,173 | (8,000) | |
Total shareholders' equity | 5,000,002 | 17,000 | |
Total Liabilities and Shareholders' Equity | $ 326,382,788 | 42,000 | |
Previously Reported | |||
Shareholders' Equity: | |||
Class B ordinary shares | [1] | 791 | |
Additional paid-in capital | $ 24,209 | ||
[1] | This number includes up to 1,031,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, authorized | 1,000,000 | 1,000,000 |
Preference shares, issued | ||
Preference shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption | 29,823,880 | 0 |
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 10 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 300,000,000 | 300,000,000 |
Ordinary shares, issued | 2,676,120 | 0 |
Ordinary shares, outstanding | 2,676,120 | 0 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 30,000,000 | 30,000,000 |
Ordinary shares, issued | 8,625,000 | 8,625,000 |
Ordinary shares, outstanding | 8,625,000 | 8,625,000 |
Ordinary shares subject to forfeiture (in Shares) | 1,031,250 | |
Class B Ordinary Shares | Previously Reported | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |
Ordinary shares, authorized | 30,000,000 | |
Ordinary shares, issued | 7,906,250 | |
Ordinary shares, outstanding | 7,906,250 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 8,000 | $ 263,928 | $ 534,224 | |
General and administrative expenses — related party | 30,000 | 50,000 | ||
Loss from operations | (293,928) | (584,224) | ||
Other income (expense) | ||||
Change in fair value of derivative warrant liabilities | 3,225,000 | 5,160,000 | ||
Offering costs associated with derivative warrant liabilities | (575,330) | |||
Income from investments held in Trust Account | 8,193 | 8,727 | ||
Net income | $ (8,000) | $ 2,939,265 | $ 4,009,173 | |
Weighted average shares outstanding, basic and diluted (in Shares) | [1] | 6,875,000 | ||
Basic and diluted net income per share (in Dollars per share) | $ 0 | |||
Class A Ordinary Shares | ||||
Other income (expense) | ||||
Weighted average shares outstanding, basic and diluted (in Shares) | 32,500,000 | 32,500,000 | ||
Basic and diluted net income per share (in Dollars per share) | $ 0 | $ 0 | ||
Class B Ordinary shares | ||||
Other income (expense) | ||||
Weighted average shares outstanding, basic and diluted (in Shares) | 8,125,000 | 7,955,801 | ||
Basic and diluted net income per share (in Dollars per share) | $ 0.36 | $ 0.50 | ||
[1] | This number excludes an aggregate of up to 1,031,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Statements of Changes
Condensed Statements of Changes In Shareholders' Equity - USD ($) | Total | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Retained Earnings (Accumulated Deficit) | Class A Ordinary Shares | Class B Ordinary Shares | Class B Ordinary SharesPreviously Reported | |
Balance at Dec. 17, 2020 | $ 0 | $ 0 | ||||||
Balance (in Shares) at Dec. 17, 2020 | ||||||||
Issuance of Class B ordinary shares to Sponsor | [1] | 25,000 | 24,209 | $ 791 | ||||
Issuance of Class B ordinary shares to Sponsor, shares | [1] | 7,906,250 | ||||||
Net income | (8,000) | (8,000) | ||||||
Balance at Dec. 31, 2020 | 17,000 | 24,137 | $ 24,209 | (8,000) | $ 863 | $ 791 | ||
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | 7,906,250 | ||||||
Sale of units in initial public offering, net of fair value of public warrant liabilities | 315,120,000 | 315,116,750 | $ 3,250 | |||||
Sale of units in initial public offering, net of fair value of public warrant liabilities (in Shares) | 32,500,000 | |||||||
Excess cash received over the fair value of the private warrants | 2,040,000 | 2,040,000 | ||||||
Offering costs | (17,947,371) | (17,947,371) | ||||||
Class A ordinary shares subject to possible redemption | (295,299,530) | (295,296,577) | $ (2,953) | |||||
Class A ordinary shares subject to possible redemption (in Shares) | (29,529,953) | |||||||
Net income | 1,069,908 | 1,069,908 | ||||||
Balance at Mar. 31, 2021 | 5,000,007 | 3,936,939 | 1,061,908 | $ 297 | $ 863 | |||
Balance (in Shares) at Mar. 31, 2021 | 2,970,047 | 8,625,000 | ||||||
Forfeiture of Class B ordinary shares | 50 | $ (50) | ||||||
Forfeiture of Class B ordinary shares (in Shares) | (500,000) | |||||||
Class A ordinary shares subject to possible redemption | (2,939,270) | (2,939,241) | $ (29) | |||||
Class A ordinary shares subject to possible redemption (in Shares) | (293,927) | |||||||
Net income | 2,939,265 | 2,939,265 | ||||||
Balance at Jun. 30, 2021 | $ 5,000,002 | $ 997,748 | $ 4,001,173 | $ 268 | $ 813 | |||
Balance (in Shares) at Jun. 30, 2021 | 2,676,120 | 8,125,000 | ||||||
[1] | This number includes up to 1,031,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | Dec. 31, 2020 | Jun. 30, 2021 |
Cash Flows from Operating Activities: | ||
Net income | $ (8,000) | $ 4,009,173 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (5,160,000) | |
Financing costs — derivative warrant liabilities | 575,330 | |
Income from investments held in Trust Account | (8,727) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 8,000 | (1,024,215) |
Accounts payable | 400,000 | |
Accrued expenses | 59,482 | |
Net cash used in operating activities | (1,148,957) | |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (325,000,000) | |
Net cash used in investing activities | (325,000,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from note payable to related party | 81,243 | |
Repayment of note payable to related party | (129,181) | |
Proceeds received from initial public offering | 325,000,000 | |
Proceeds received from private placement | 8,500,000 | |
Offering costs paid | (6,970,259) | |
Net cash provided by financing activities | 326,481,803 | |
Net increase in cash | 332,846 | |
Cash — beginning of the period | ||
Cash — end of the period | 332,846 | |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred offering costs included in accrued expenses | 25,000 | |
Offering costs included in accrued expenses | 104,505 | |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 | |
Offering costs paid by related party under note payable | 47,937 | |
Deferred underwriting commissions in connection with the initial public offering | 11,375,000 | |
Initial value of Class A ordinary shares subject to possible redemption | 309,904,680 | |
Change in value of Class A ordinary shares subject to possible redemption | $ (11,665,880) |
Description of Organization and
Description of Organization and Business Operations | Dec. 31, 2020 | Jun. 30, 2021 |
Accounting Policies [Abstract] | ||
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Pathfinder Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2020, the Company had not yet commenced operations. All activity for the period from December 18, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Proposed Public Offering, which is described below. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations to search for a proposed business combination is contingent upon obtaining adequate financial resources through a proposed public offering of up to 27,500,000 units at $10.00 per unit (or up to 31,625,000 units if the underwriters’ option to purchase additional units is exercised in full) (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) which is discussed in Note 3 (the “Proposed Public Offering”) and the sale of 3,750,000 warrants (or 4,162,500 warrants if the underwriters’ option to purchase additional units is exercised in full) at a price of $2.00 per warrant (“Private Placement Warrants”) in a private placement (the “Private Placement”) to the Company’s sponsor, Pathfinder Acquisition LLC, a Delaware limited liability company (“Sponsor”), that will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its holders (the “Public Shareholders”) of the Public Shares 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 for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Proposed Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers, directors and director nominees have agreed not to propose 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 the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Proposed Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months (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 the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. | Note 1 — Description of Organization and Business Operations Pathfinder Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 18, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of June 30, 2021, the Company had not yet commenced operations. All activity for the period from December 18, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and since the Company’s Initial Public Offering, the search for a business combination target. 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 The Company’s sponsor is Pathfinder Acquisition LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 16, 2021. On February 19, 2021, the Company consummated its Initial Public Offering of 32,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 2,500,000 additional Units to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $325.0 million, and incurring offering costs of approximately $18.5 million, of which approximately $11.4 million was for deferred underwriting commissions (Note 5). The underwriters had 45 days from the effective date of the prospectus to exercise the remaining portion of its option to purchase up to 2,000,000 Units at the Initial Public Offering price to cover over-allotments, if any. On April 2, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,250,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $2.00 per Private Placement Warrant, generating gross proceeds to the Company of $8.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $325.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and are invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders (the “Public Shareholders”) of the Public Shares 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 for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share 5 Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors agreed not to propose 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 the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 19, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5 Liquidity and Capital Resources As of June 0 Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors prospective structuring |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | Dec. 31, 2020 | Jun. 30, 2021 |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares at December 31, 2020 were reduced for the effect of an aggregate of 1,031,250 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). 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 share is the same as basic loss per share for the periods presented Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements presented In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the warrants issued in connection with the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of February 19, 2021 included in its Current Report on Form 8-K, Accounting Changes and Error Corrections paid-in 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, 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging extended Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments June 0 Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value Derivative Warrant Liabilities The Company does not use derivative instruments to hedge , re-assessed The 6,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,250,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised or expire. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of June 30, 2021 is based on observable listed prices for such warrants. Derivative warrant liabilities are classified as non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including shares of Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 29,823,880 and 0 shares of Class A ordinary shares subject to possible redemption equity Net income (loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,750,000 shares of the Company’s Class A ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss attributed to Class A ordinary shares, by the weighted average number of shares of Class B ordinary shares outstanding for the period. Income Taxes The Company There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | Dec. 31, 2020 | Jun. 30, 2021 |
Initial Public Offering [Abstract] | ||
Initial Public Offering | NOTE 3. PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company will offer for sale up to 27,500,000 Units (or 31,625,000 Units if the underwriters’ option to purchase additional units is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-fifth | Note 3 — Initial Public Offering On February 19, 2021, the Company consummated its Initial Public Offering of 32,500,000 Units, including 2,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $325.0 million, and incurring offering costs of approximately $18.5 million, of which approximately $11.4 million was for deferred underwriting commissions. The underwriters have 45 days from the effective date of the prospectus to exercise the remaining portion of its option to purchase up to 2,000,000 Units at the Initial Public Offering price to cover over-allotments. On April 2, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, 500,000 Class B ordinary shares were forfeited. Each Unit consists of one Class A ordinary share and one-fifth one |
Private Placement
Private Placement | Dec. 31, 2020 |
Text Block [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT The Sponsor agreed to purchase an aggregate of 3,750,000 Private Placement Warrants (or 4,162,500 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $2.00 per Private Placement Warrant ($7.5 million in the aggregate, or approximately $8.3 million if the underwriters’ over-allotment option is exercised in full), in the Private Placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | Dec. 31, 2020 | Jun. 30, 2021 |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 28, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,906,250 Class B ordinary shares (the “Founder Shares”). The Sponsor has agreed to forfeit up to an aggregate of 1,031,250 Founder Shares to the extent that the option to purchase additional units is not exercised in full by the underwriters or is reduced. The forfeiture will be adjusted to the extent that the option to purchase additional Units is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Proposed Public Offering. If the Company increases or decreases the size of the Proposed Public Offering, the Company will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to the Class B ordinary shares prior to the consummation of the Proposed Public Offering in such amount as to maintain the number of Founder Shares at 20% of the Company’s issued and outstanding ordinary shares upon the consummation of the Proposed Public Offering. The Initial Shareholders will agree not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Related Party Loans On December 23, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Proposed Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest In addition, in order to fund working capital deficiencies or 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. The 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 January 27, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company will enter into an agreement that will provide that, commencing on the date that the Company’s securities are first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket | Note 4 — Related Party Transactions Founder Shares On December 28, 2020, the Sponsor paid an aggregate of $ 25,000 7,906,250 1,125,000 by the Sponsor The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,250,000 Private Placement Warrants to the Sponsor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $2.00 per Private Placement Warrant, generating gross proceeds to the Company of $8.5 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 23, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to fund working capital deficiencies or 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 will loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. The 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 June 0 Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. For the three and six June 0 June 0 In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. |
Commitments and Contingencies
Commitments and Contingencies | Dec. 31, 2020 | Jun. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 6. COMMITMENTS & CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $5.5 million in the aggregate (or approximately $6.3 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per unit, or approximately $9.6 million in the aggregate (or approximately $11.1 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | Note 5 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.5 million in the aggregate, payable upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $11.4 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Shareholders' Equity
Shareholders' Equity | Dec. 31, 2020 | Jun. 30, 2021 |
Stockholders' Equity Note [Abstract] | ||
Shareholders' Equity | NOTE 7. SHAREHOLDER’S EQUITY Class A Ordinary Shares — Class B Ordinary Shares — Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Preference Shares — Warrants — th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 6 — Shareholders’ Equity Preference Shares — s of June 0 Class A Ordinary Shares — June 0 , , Class B Ordinary Shares — On December 28, 2020, the Company issued 7,906,250 718,750 8,625,000 1,125,000 Company by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Class B ordinary shares would collectively represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option to purchase an additional 2,500,000 Units on February 19, 2021 and on April 2, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, 500,000 Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrant [Abstract] | |
Warrants | Note 7 — Warrants As of June 0 , , Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), 10-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported price 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Significant Assets: Investments held in Trust Account — money market fund $ 325,008,727 $ — $ — Liabilities: Derivative warrant liabilities — Public warrants $ 6,760,000 $ — $ — Derivative warrant liabilities — Private placement warrants $ — $ 4,420,000 $ — As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities with an original maturity of 185 days or less. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in April 2021, when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of June 30, 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 during the three and six months ended June 30, 2021. The initial fair value of the Public and Private Placement Warrants, issued in connection with the Public Offering, has been estimated using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrants’ listed price in an active market was used as the fair value. The estimated fair value of the Public and Private Placement Warrants, prior to Public Warrants being traded in an active market, is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Public and Private Placement Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Public and Private Placement Warrants. The term to expiration was calculated as the contractual term of the Public and Private Placement Warrants, assuming one year to a Business Combination from the IPO date. Finally, the Company does not anticipate paying a dividend. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: February 19, 2021 Exercise price $ 11.50 Unit price $ 10.21 Volatility 25.0 % Term (years) 5.5 Risk-free rate 0.70 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 16,340,000 Change in fair value of derivative warrant liabilities (1,935,000 ) Derivative warrant liabilities at March 31, 2021 $ 14,405,000 Transfer of Public Warrants to Level 1 (8,710,000 ) Transfer of Private Warrants to Level 2 (5,695,000 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at June 30, 2021 $ — |
Subsequent Events
Subsequent Events | Dec. 31, 2020 | Jun. 30, 2021 |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 8. SUBSEQUENT EVENTS The Company has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through January 27, 2021, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded, that all such events that would require recognition or disclosure have been recognized or disclosed. | Note 9 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Promissory Note On July 15, 2021, the Company issued a promissory note (the “Working Capital Note”) to the Sponsor providing for borrowings by the Company in an aggregate principal amount of up to $500,000. The Working Capital Note was issued to allow for borrowings from time to time by the Company for working capital expenses. The Working Capital Note (i) bears no interest, (ii) is due and payable upon the earlier of (a) February 19, 2023 and (b) the date that Pathfinder consummates an initial business combination and (iii) may be prepaid at any time. As of August 13, 2021, there was no amount outstanding under the Working Capital Note. Proposed Business Combination On July 15, 2021, the Company entered into a Business Combination Agreement (the “Original Business Combination Agreement”), by and among the Company, ServiceMax, Inc., a Delaware corporation (“ServiceMax”), and Stronghold Merger Sub, Inc., a Cayman Islands exempted company incorporated with limited liability and a wholly owned subsidiary of ServiceMax. On August 11, 2021, the Company, ServiceMax and Serve Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Serve Merger Sub”), entered into an Amended and Restated Business Combination Agreement, (the “Business Combination Agreement”), amending and restating the Original Business Combination Agreement to provide that, among other things, (i) the Company will acquire in a tax-free In connection with the Domestication, on the date on which the Closing occurs (the “Closing Date”) prior to the Effective Time (as defined in the Business Combination Agreement): (i) the Company’s name will change to “ServiceMax, Inc.” (the Company upon and after the consummation of the Domestication being referred to herein as “New SM”), (ii) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the one-fifth In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) each share of common stock of ServiceMax (having been distributed to the former vested equityholders of ServiceMax’s parent pursuant to certain pre-closing pre-transaction pre-closing awards of Parent pursuant to the pre-closing Strategic Investment In connection with the Business Combination Agreement, Pathfinder and ServiceMax entered into subscription agreements with certain investors (the “Strategic Investors”), pursuant to which the Strategic Investors agreed to subscribe for and purchase, and Pathfinder agreed to issue and sell to the Strategic Investors an aggregate of up to shares of Class A common stock (the “Strategic Shares”) for a purchase price of $ per share, for expected aggregate gross proceeds of up to . |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | Dec. 31, 2020 | Jun. 30, 2021 |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, | Basis of Presentation The accompanying unaudited condensed financial statements presented In April 2021, the Company identified a misstatement in its accounting treatment for warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the warrants issued in connection with the Private Placement Warrants (collectively, the “Warrants”) as presented in its audited balance sheet as of February 19, 2021 included in its Current Report on Form 8-K, Accounting Changes and Error Corrections paid-in |
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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | 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, 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging extended |
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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments June 0 | |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximate the carrying amounts represented in the condensed balance sheets. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value | |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge , re-assessed The 6,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 4,250,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised or expire. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of June 30, 2021 is based on observable listed prices for such warrants. Derivative warrant liabilities are classified as non-current | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating non-current | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including shares of Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 29,823,880 and 0 shares of Class A ordinary shares subject to possible redemption equity | |
Net income (loss) per ordinary share | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares at December 31, 2020 were reduced for the effect of an aggregate of 1,031,250 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). 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 share is the same as basic loss per share for the periods presented | Net income (loss) per ordinary share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of shares of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,750,000 shares of the Company’s Class A ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss attributed to Class A ordinary shares, by the weighted average number of shares of Class B ordinary shares outstanding for the period. |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on recurring basis | Description Quoted Prices Significant Significant Assets: Investments held in Trust Account — money market fund $ 325,008,727 $ — $ — Liabilities: Derivative warrant liabilities — Public warrants $ 6,760,000 $ — $ — Derivative warrant liabilities — Private placement warrants $ — $ 4,420,000 $ — |
Schedule of change in fair value of derivative warrant liabilities | Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 16,340,000 Change in fair value of derivative warrant liabilities (1,935,000 ) Derivative warrant liabilities at March 31, 2021 $ 14,405,000 Transfer of Public Warrants to Level 1 (8,710,000 ) Transfer of Private Warrants to Level 2 (5,695,000 ) Change in fair value of derivative warrant liabilities — Derivative warrant liabilities at June 30, 2021 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Dec. 31, 2020 | Feb. 19, 2021 | Feb. 19, 2021 | Jun. 30, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Offering costs | $ 325,000,000 | |||
Fair market value percentage | 80.00% | 80.00% | ||
Business combination voting securities, percentage | 50.00% | |||
Interest public shares (in Dollars per share) | $ 10 | $ 10 | ||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Percentage of public shares | 15.00% | 15.00% | ||
Percentage of redeem public shares | 100.00% | 100.00% | ||
Interest dissolution expenses | $ 100,000 | $ 100,000 | ||
Trust account per public share (in Dollars per share) | $ 10 | $ 10 | ||
Trust account, description | 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | ||
Operating bank accounts | $ 332,000 | |||
Payment from the sponsor | 25,000 | |||
Loan amount | 129,000 | |||
Pathfinder Acquisition LLC [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Percentage of acquires | 50.00% | |||
Proposed Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Net proceeds per share | $ 10 | |||
Private placement warrant | 2 | |||
Net proceeds per share (in Dollars per share) | $ 10 | |||
Proposed Public Offering [Member] | Maximum [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consumated of initial public offering (in Shares) | 27,500,000 | |||
Sale of warrant | 3,750,000 | |||
Proposed Public Offering [Member] | Maximum [Member] | Underwriters [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of warrant | 4,162,500 | |||
Units issued on exercise of underwriters option | 31,625,000 | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consumated of initial public offering (in Shares) | 32,500,000 | |||
Gross proceeds | $ 325,000,000 | |||
Offering costs | 18,500,000 | |||
Deferred underwriting commissions. | $ 11,400,000 | |||
Option to purchase (in Shares) | 2,000,000 | |||
Amount of net proceeds from sale of units | $ 325,000,000 | |||
Net proceeds per share (in Dollars per share) | $ 10 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consumated of initial public offering (in Shares) | 2,500,000 | 2,500,000 | ||
Net proceeds per share | $ 10 | $ 10 | ||
Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consumated of initial public offering (in Shares) | 4,250,000 | |||
Gross proceeds | $ 8,500,000 | |||
Private placement warrant | $ 2 | |||
Sale of warrant | 0 | 4,250,000 | ||
Class A Ordinary Shares | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Net proceeds per share | $ 11.50 | |||
Class A Ordinary Shares | Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Net proceeds per share | $ 11.50 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Feb. 19, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Increase of derivative warrant liabilities | $ 14,405,000 | $ 16,300,000 | |||
Increase of additional paid in capital | 575,330 | ||||
Increase of accumulated deficit | 575,330 | ||||
Federal depository insurance coverage | 250,000 | ||||
Private placement to purchase ordinary shares | 10,750,000 | 10,750,000 | |||
Investments held in the trust account. | $ 8,000 | $ 9,000 | |||
Initial Public Offering [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Warrants issued (in Shares) | 6,500,000 | ||||
Private Placement [Member] | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Warrants issued (in Shares) | 4,250,000 | ||||
Class A Ordinary Shares | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Increase of derivative warrant liabilities | $ 16,300,000 | ||||
Subject to possible redemption (in Shares) | 29,823,880 | 0 | |||
Class B Ordinary Shares | |||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Ordinary shares subject to forfeiture (in Shares) | 1,031,250 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Apr. 02, 2021 | Dec. 31, 2020 | Feb. 19, 2021 | Feb. 19, 2021 | Jun. 30, 2021 |
Initial Public Offering (Details) [Line Items] | |||||
Share issued (in Dollars per share) | $ 0.35 | $ 0.35 | |||
Proceeds form offering costs (in Dollars) | $ 325,000,000 | ||||
IPO [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Number of units issued | 32,500,000 | ||||
Description of warrant consists | Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). | ||||
Share issued (in Dollars per share) | 0.20 | $ 0.20 | |||
Gross proceeds (in Dollars) | $ 325,000,000 | ||||
Proceeds form offering costs (in Dollars) | 18,500,000 | ||||
Deferred underwriting comissions (in Dollars) | $ 11,400,000 | ||||
Option to purchase shares | 2,000,000 | ||||
Shares forfeited | 500,000 | ||||
Over-Allotment Option [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Number of units issued | 2,500,000 | 2,500,000 | |||
Share issued (in Dollars per share) | $ 10 | $ 10 | |||
Warrant [Member] | Class A Ordinary Shares | |||||
Initial Public Offering (Details) [Line Items] | |||||
Common stock warrants exercise price per share | $ 11.50 | $ 11.50 | |||
Proposed Public Offering [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Common stock warrants exercise price per share | $ 2 | ||||
Description of warrant consists | Each Unit will consist of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). | ||||
Share issued (in Dollars per share) | $ 10 | ||||
Proposed Public Offering [Member] | Warrant [Member] | Class A Ordinary Shares | |||||
Initial Public Offering (Details) [Line Items] | |||||
Number of shares in a unit | 1 | ||||
Common stock warrants exercise price per share | $ 11.50 | ||||
Proposed Public Offering [Member] | Maximum [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Number of units issued | 27,500,000 | ||||
Proposed Public Offering [Member] | Underwriters [Member] | Maximum [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Units issued on exercise of underwriters option | 31,625,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Jun. 30, 2021 | Feb. 19, 2021 | |
Initial Public Offering, price per unit | $ 0.35 | $ 0.35 | ||
Initial Public Offering, gross proceeds | $ 8,500,000 | |||
Private Placement [Member] | ||||
Initial Public Offering, price per unit | $ 2 | |||
Initial Public Offering, units | 3,750,000 | |||
Initial Public Offering, gross proceeds | $ 7,500,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering, price per unit | $ 10 | |||
Over-Allotment Option [Member] | Private Placement [Member] | ||||
Initial Public Offering, units | 4,162,500 | |||
Initial Public Offering, gross proceeds | $ 8,300,000 | |||
Class A Ordinary Shares | ||||
Initial Public Offering, units | [1] | |||
Class A Ordinary Shares | Private Placement [Member] | ||||
Number of shares warrant exercises | 1 | |||
Warrants exercise price per share | $ 11.50 | |||
Lock in period of warrants | 30 days | |||
[1] | This number includes up to 1,031,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 02, 2021 | Feb. 16, 2021 | Dec. 31, 2020 | Dec. 28, 2020 | Feb. 19, 2021 | Feb. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jan. 27, 2021 | Dec. 23, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Forfeited shares (in Shares) | 1,125,000 | 1,031,250 | ||||||||
Issued and outstanding shares percentage | 20.00% | 20.00% | ||||||||
Generating gross proceeds | $ 8,500,000 | |||||||||
Loan amount | $ 300,000 | |||||||||
Borrowed under note | $ 129,000 | |||||||||
working capital, description | The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. | The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. | ||||||||
Payment for office space | $ 10,000 | $ 10,000 | ||||||||
Incurred expenses | $ 20,000 | 20,000 | ||||||||
Accrued expenses | $ 0 | $ 30,000 | $ 30,000 | |||||||
Subsequent Event [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Outstanding balance of note | $ 82,441 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Initial business combination, description | (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, capitalization of shares, share dividends, rights issuances, subdivisions reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination | (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share sub-divisions, capitalization of shares, share dividends, rights issuances, subdivisions reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination | ||||||||
Sponsor [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate expenses | $ 25,000 | |||||||||
Issuance of shares (in Shares) | 7,906,250 | |||||||||
Share dividend (in Shares) | 718,750 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Issuance of shares (in Shares) | 2,500,000 | 2,500,000 | ||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||
Private Placement [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Issuance of shares (in Shares) | 4,250,000 | |||||||||
Generating gross proceeds | $ 8,500,000 | |||||||||
Warrant exercisable price per share (in Dollars per share) | $ 2 | $ 2 | ||||||||
Common Class B [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Ordinary shares, shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | ||||||
Forfeited shares (in Shares) | 500,000 | 500,000 | ||||||||
Class A Ordinary Shares | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Ordinary shares, shares outstanding (in Shares) | 0 | 2,676,120 | 2,676,120 | |||||||
Price per share (in Dollars per share) | $ 11.50 | $ 11.50 | ||||||||
Class A Ordinary Shares | Private Placement [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 11.50 | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2020 | Jun. 30, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||
Underwriting discount per unit | $ 0.35 | $ 0.35 |
Aggregate amount | $ 9.6 | $ 11.4 |
Over-allotment option exercised | $ 11.1 | |
Maximum [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase of additional stock | 4,125,000 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriting discount per unit | $ 0.20 | $ 0.20 |
Aggregate amount | $ 5.5 | $ 6.5 |
Over-allotment option exercised | $ 6.3 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Feb. 16, 2021 | Dec. 31, 2020 | |
Shareholders' Equity (Details) [Line Items] | |||
Preference shares, authorized | 1,000,000 | 1,000,000 | |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, issued | |||
Preference shares, outstanding | |||
Preferred Stock [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Preference shares, issued | 0 | 0 | |
Preference shares, outstanding | 0 | 0 | |
Class A Ordinary Shares | |||
Shareholders' Equity (Details) [Line Items] | |||
Ordinary shares, authorized | 300,000,000 | 300,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, issued | 2,676,120 | 0 | |
Ordinary shares, outstanding | 2,676,120 | 0 | |
Ordinary shares subject to possible redemption | 29,823,880 | 0 | |
Converted basis, percentage | 20.00% | ||
Common Class B [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Ordinary shares, authorized | 30,000,000 | 30,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, issued | 8,625,000 | 8,625,000 | |
Ordinary shares, outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
Shareholders' equity, description | On December 28, 2020, the Company issued 7,906,250 Class B ordinary shares. On February 16, 2021, the Company effected a share dividend of 718,750 Class B ordinary shares to the Sponsor, resulting in there being an aggregate of 8,625,000 Class B ordinary shares outstanding. Of the of 8,625,000 Class B ordinary shares outstanding, up to 1,125,000 Class B ordinary shares were subject to forfeiture, to theCompany by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Class B ordinary shares would collectively represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option to purchase an additional 2,500,000 Units on February 19, 2021 and on April 2, 2021, the over-allotment option on the remaining Units expired unexercised by the underwriters; thus, 500,000 Class B ordinary shares were subsequently forfeited. | ||
Common Class B [Member] | Previously Reported [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Ordinary shares, authorized | 30,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||
Ordinary shares, issued | 7,906,250 | ||
Ordinary shares, outstanding | 7,906,250 | ||
Common Class B [Member] | Previously Reported [Member] | Maximum [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Shares subject to forfeiture | 1,031,250 |
Warrants (Details)
Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Warrants exercise price | $ 11.50 | $ 11.50 |
Warrant expire term | 5 years | 5 years |
Pathfinder Acquisition LLC [Member] | ||
Warrants (Details) [Line Items] | ||
Business Combination, Reason for Business Combination | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “— Redemption of warrants when the price per class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants when the price per class A ordinary share equals or exceeds $10.00” as described below). | |
Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Redemption of warrants description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Public Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants issued | 6,500,000 | 0 |
Private Placement [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants issued | 4,250,000 | 0 |
Class A Ordinary Shares | Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants exercise price | $ 0.361 | $ 0.361 |
Redemption of warrants description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on recurring basis - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account - money market fund | $ 325,008,727 | |
Liabilities: | ||
Derivative warrant liabilities - Private placement warrants | 11,180,000 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account - money market fund | 325,008,727 | |
Liabilities: | ||
Derivative warrant liabilities - Public warrants | 6,760,000 | |
Derivative warrant liabilities - Private placement warrants | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account - money market fund | ||
Liabilities: | ||
Derivative warrant liabilities - Public warrants | ||
Derivative warrant liabilities - Private placement warrants | 4,420,000 | |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account - money market fund | ||
Liabilities: | ||
Derivative warrant liabilities - Public warrants | ||
Derivative warrant liabilities - Private placement warrants |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs | 13 Months Ended |
Feb. 19, 2021$ / shares | |
Schedule of quantitative information regarding Level 3 fair value measurements inputs [Abstract] | |
Exercise price | $ 11.50 |
Unit price | $ 10.21 |
Volatility | 25.00% |
Term (years) | 5 years 6 months |
Risk-free rate | 0.70% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of change in fair value of derivative warrant liabilities - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of change in fair value of derivative warrant liabilities [Abstract] | ||
Derivative warrant liabilities at beginning | $ 14,405,000 | |
Issuance of Public and Private Warrants | 16,340,000 | |
Transfer of Public Warrants to Level 1 | (8,710,000) | |
Transfer of Private Warrants to Level 2 | (5,695,000) | |
Change in fair value of derivative warrant liabilities | (1,935,000) | |
Derivative warrant liabilities at ending | $ 14,405,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 15, 2021 | Feb. 19, 2021 |
Subsequent Events (Details) [Line Items] | ||
Purchase price per share | $ 10.21 | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Strategic shares issued | 1,037,500 | |
Purchase price per share | $ 10 | |
Aggregate gross proceeds | $ 10,375,000 | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Aggregate principal amount | $ 500,000 | |
Subsequent description | The Working Capital Note (i) bears no interest, (ii) is due and payable upon the earlier of (a) February 19, 2023 and (b) the date that Pathfinder consummates an initial business combination and (iii) may be prepaid at any time. As of August 13, 2021, there was no amount outstanding under the Working Capital Note. | |
Business combination agreement prior to Effective date, description | In connection with the Domestication, on the date on which the Closing occurs (the “Closing Date”) prior to the Effective Time (as defined in the Business Combination Agreement): (i) the Company’s name will change to “ServiceMax, Inc.” (the Company upon and after the consummation of the Domestication being referred to herein as “New SM”), (ii) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), and each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “Class B ordinary shares”), of the Company will be converted into one share of common stock, par value $0.00001 per share, of New SM (the “New SM Common Stock”); (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of the Company will automatically represent the right to purchase one share of New SM Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the the Company warrant agreement; (iv) the governing documents of the Company will be amended and restated and become the certificate of incorporation and the bylaws of New SM; and in connection with clauses (ii) and (iii) of this paragraph, each issued and outstanding Unit of the Company that has not been previously separated into the underlying Class A ordinary shares of the Company and the underlying warrants of the Company prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New SM Common Stock and one-fifth of one warrant representing the right to purchase one share of New SM Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the the Company warrant agreement. | |
Business combination agreement on effective date, description | In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) each share of common stock of ServiceMax (having been distributed to the former vested equityholders of ServiceMax’s parent pursuant to certain pre-closing reorganization transactions) will be exchanged for shares of New SM Common Stock, based on an implied ServiceMax pre-transaction equity value of $1.425 billion, subject to adjustment which would subtract (a) the amount of the cash payments being made to holders of vested profits interests of Parent pursuant to the pre-closing reorganization transactions and (b) the employer portion of any payroll, social security, employment or similar taxes payable in connection with the vesting or settlement of any vested profits interests and cash awards of Parent, and (ii) each equity award with respect to ServiceMax common stock pursuant to the ServiceMax Inc. 2021 Rollover Incentive Plan outstanding as of immediately prior to the Effective Time (including the equity awards issued to holders of unvested equity awards of Parent pursuant to the pre-closing reorganization transactions) will be converted into the right to receive New SM Common Stock in lieu of common stock of ServiceMax. |