Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | AEA-Bridges Impact Corp. |
Entity Central Index Key | 0001820191 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 1,090,787 | $ 1,661,085 |
Prepaid expenses | 341,250 | 578,413 |
Total Current Assets | 1,432,037 | 2,239,498 |
Cash and investments held in Trust Account | 400,214,519 | 400,085,104 |
TOTAL ASSETS | 401,646,556 | 402,324,602 |
LIABILITIES AND SHAREHOLDERS' DEFICIT | ||
Current liabilities—accounts payable and accrued expenses | 3,149,381 | 118,353 |
Warrant liability | 19,825,000 | 46,970,000 |
Deferred underwriting fee payable | 13,125,000 | 13,125,000 |
Total Liabilities | 36,099,381 | 60,213,353 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, 40,000,000 shares at $10.00 per share redemption value at September 30, 2021 and December 31, 2020 | 400,000,000 | |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (34,453,825) | (57,889,751) |
Total Shareholders' Deficit | (34,452,825) | (57,888,751) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 401,646,556 | 402,324,602 |
Common Class A [Member] | ||
LIABILITIES AND SHAREHOLDERS' DEFICIT | ||
Class A ordinary shares subject to possible redemption, 40,000,000 shares at $10.00 per share redemption value at September 30, 2021 and December 31, 2020 | 400,000,000 | 400,000,000 |
Shareholders' Deficit | ||
Common stock value | ||
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common stock value | $ 1,000 | $ 1,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Temporary equity redemption price per share | $ 10 | |
Common Class A [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 40,000,000 | 40,000,000 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 10,000,000 | 10,000,000 |
Common stock shares outstanding | 10,000,000 | 10,000,000 |
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||
Temporary equity shares outstanding | 40,000,000 | 40,000,000 |
Temporary equity redemption price per share | $ 10 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Formation and operational costs | $ 5,005 | $ 3,117,068 | $ 236,839 | $ 3,838,489 |
Loss from operations | (5,005) | (3,117,068) | (236,839) | (3,838,489) |
Other income: | ||||
Interest earned on investments held in Trust Account | 28,889 | 85,104 | 129,415 | |
Change in fair value of warrant liability | 9,455,000 | (18,910,000) | 27,145,000 | |
Transactions costs allocable to warrants | (999,374) | |||
Total other income, net | 9,483,889 | (19,824,270) | 27,274,415 | |
Net income (loss) | (5,005) | 6,366,821 | (20,061,109) | 23,435,926 |
Common Class A [Member] | ||||
Other income: | ||||
Net income (loss) | $ 0 | $ 5,093,457 | $ (13,879,256) | $ 18,748,741 |
Weighted average shares outstanding | 40,000,000 | 22,451,613 | 40,000,000 | |
Basic and diluted net income per ordinary share | $ 0 | $ 0.13 | $ (0.62) | $ 0.47 |
Common Class B [Member] | ||||
Other income: | ||||
Net income (loss) | $ (5,005) | $ 1,273,364 | $ (6,181,853) | $ 4,687,185 |
Weighted average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Basic and diluted net income per ordinary share | $ 0 | $ 0.13 | $ (0.62) | $ 0.47 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders' Deficit - USD ($) | Total | Additional Paid In Capital | Accumulated Deficit | Common Class A [Member] | Common Class A [Member]Common Stock [Member] | Common Class B [Member] | Common Class B [Member]Common Stock [Member] |
Beginning Balance at Jul. 28, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning Balance (in shares) at Jul. 28, 2020 | 0 | 0 | |||||
Issuance of Class B Ordinary shares to Sponsor – prior to forfeiture of 1.5 million shares | 25,000 | 23,850 | $ 1,000 | ||||
Issuance of Class B Ordinary shares to Sponsor – prior to forfeiture of 1.5 million shares (in shares) | 11,500,000 | ||||||
Net income (loss) | (5,005) | (5,005) | $ 0 | $ (5,005) | |||
Ending Balance at Sep. 30, 2020 | (19,995) | 23,850 | (5,005) | $ 1,000 | |||
Ending Balance (in shares) at Sep. 30, 2020 | 11,500,000 | ||||||
Beginning Balance at Jul. 28, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | ||
Beginning Balance (in shares) at Jul. 28, 2020 | 0 | 0 | |||||
Issuance of Class B Ordinary shares to Sponsor – prior to forfeiture of 1.5 million shares | 25,000 | 23,850 | $ 1,150 | ||||
Issuance of Class B Ordinary shares to Sponsor – prior to forfeiture of 1.5 million shares (in shares) | 11,500,000 | ||||||
Sale of 10,500,000 Private Placement Warrants | 840,000 | 840,000 | $ 0 | ||||
Forfeiture of Founder Shares | 150 | 0 | $ (150) | ||||
Forfeiture of Founder Shares (in shares) | (1,500,000) | ||||||
Class A ordinary shares subject to possible redemption | (38,692,642) | (864,000) | (37,828,642) | ||||
Net income (loss) | (20,061,109) | (20,061,109) | (13,879,256) | (6,181,853) | |||
Ending Balance at Dec. 31, 2020 | (57,888,751) | 0 | (57,889,751) | $ 0 | $ 1,000 | ||
Ending Balance (in shares) at Dec. 31, 2020 | 0 | 10,000,000 | |||||
Net income (loss) | 19,314,054 | 19,314,054 | |||||
Ending Balance at Mar. 31, 2021 | (38,574,697) | (38,575,697) | $ 1,000 | ||||
Ending Balance (in shares) at Mar. 31, 2021 | 10,000,000 | ||||||
Beginning Balance at Dec. 31, 2020 | (57,888,751) | $ 0 | (57,889,751) | $ 0 | $ 1,000 | ||
Beginning Balance (in shares) at Dec. 31, 2020 | 0 | 10,000,000 | |||||
Net income (loss) | 23,435,926 | 18,748,741 | 4,687,185 | ||||
Ending Balance at Sep. 30, 2021 | (34,452,825) | (34,453,825) | $ 1,000 | ||||
Ending Balance (in shares) at Sep. 30, 2021 | 10,000,000 | ||||||
Beginning Balance at Mar. 31, 2021 | (38,574,697) | (38,575,697) | $ 1,000 | ||||
Beginning Balance (in shares) at Mar. 31, 2021 | 10,000,000 | ||||||
Net income (loss) | (2,244,949) | (2,244,949) | |||||
Ending Balance at Jun. 30, 2021 | (40,819,646) | (40,820,646) | $ 1,000 | ||||
Ending Balance (in shares) at Jun. 30, 2021 | 10,000,000 | ||||||
Net income (loss) | 6,366,821 | 6,366,821 | $ 5,093,457 | $ 1,273,364 | |||
Ending Balance at Sep. 30, 2021 | $ (34,452,825) | $ (34,453,825) | $ 1,000 | ||||
Ending Balance (in shares) at Sep. 30, 2021 | 10,000,000 |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Shareholders' (Deficit) (Parenthetical) $ in Millions | 2 Months Ended |
Sep. 30, 2020USD ($) | |
Stock issued during period value prior to forfeitures | $ 1.5 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 2 Months Ended | 5 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (5,005) | $ (20,061,109) | $ 23,435,926 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Formation cost paid by Sponsor in exchange for issuance of Founder Shares | 5,005 | ||
Payment of formation costs through issuance of Class B ordinary shares | 5,000 | ||
Interest earned on investments held in Trust Account | (85,104) | (129,415) | |
Change in fair value of warrant liability | 18,910,000 | (27,145,000) | |
Transaction Costs Allocable To Warrants | 999,374 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (578,413) | 237,163 | |
Accrued expenses | 118,353 | ||
Accounts payable and accrued expenses | 3,031,028 | ||
Net cash used in operating activities | (691,899) | (570,298) | |
Cash Flows from Investing Activities: | |||
Investment of cash in Trust Account | (400,000,000) | ||
Net cash used in investing activities | (400,000,000) | ||
Cash Flows from Financing Activities: | |||
Proceeds from sale of Units, net of underwriting discounts paid | 392,725,000 | ||
Proceeds from sale of Private Placement Warrants | 10,500,000 | ||
Proceeds from promissory note – related party | 5 | ||
Repayment of promissory note – related party | (171,395) | ||
Payments of offering costs | (700,626) | ||
Net cash provided by financing activities | 402,352,984 | ||
Net Change in Cash | 1,661,085 | (570,298) | |
Cash – Beginning | 0 | 0 | 1,661,085 |
Cash – Ending | 1,661,085 | $ 1,090,787 | |
Non-cash investing and financing activities: | |||
Deferred underwriting fee payable | 13,125,000 | ||
Offering costs included in accrued offering costs | 433,033 | ||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 19,995 | 20,000 | |
Offering costs paid through promissory note | $ 171,395 | $ 171,390 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Description of Organization and Business Operations | ||
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AEA-Bridges Impact Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 29, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 5, 2020 the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $400,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to AEA-Bridges Impact Sponsor LLC (the “Sponsor”), generating gross proceeds of $10,500,000, which is described in Note 5. Transaction costs amounted to $21,292,016, consisting of $7,275,000 of underwriting fees (net of expenses reimbursed by the underwriter of $225,000), $13,125,000 of deferred underwriting fees and $892,016 of other offering costs. Following the closing of the Initial Public Offering on October 5, 2020, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until October 5, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company doe s 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. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AEA-Bridges The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the three and nine months ended September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 5, 2020 the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $400,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to AEA-Bridges Transaction costs amounted to $21,292,016, consisting of $7,275,000 of underwriting fees (net of expenses reimbursed by the underwriter of $225,000), $13,125,000 of deferred underwriting fees and $892,016 of other offering costs. Following the closing of the Initial Public Offering on October 5, 2020, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until October 5, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | ||
Restatement of Previously Issued Financial Statements | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on June 24, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on October 9, 2020 (the “Post-IPO Balance Sheet”), and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on June 24, 2021, as well as the Form 10-Qs Impact of the Restatement The impact of the restatement on the balance sheet as of October 5, 2021 is presented below: Balance Sheet as of October 5, 2020 As Reported as Restated in Adjustment As Restated Class A ordinary shares subject to possible redemption $ 356,167,970 $ 43,832,030 $ 400,000,000 Class A ordinary shares $ 438 $ (438 ) $ — Additional paid-in capital $ 6,002,800 $ (6,002,800 ) $ — Accumulated deficit $ (1,004,379 ) $ (37,828,792 ) $ (38,833,171 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (43,832,030 ) $ (38,832,021 ) The impact of the restatement on the balance sheet as of December 31, 2020 is presented below: Balance Sheet as of December 31, 2020 As Reported as Adjustment As Restated Class A ordinary shares subject to possible redemption $ 337,111,240 $ 62,888,760 $ 400,000,000 Class A ordinary shares $ 629 $ (629 ) $ — Additional paid-in capital $ 25,059,489 $ (25,059,489 ) $ — Accumulated deficit $ (20,061,109 ) $ (37,828,642 ) $ (57,889,751 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (62,888,760 ) $ (57,888,751 ) The impact of the restatement on the statement of cash flows from July 29, 2020 (inception) through December 31, 2020, is presented below: Statement of Cash Flows for the period from July 29, 2020 (Inception) through December 31, 2020 As Reported as Adjustment As Restated Initial classification of Class A ordinary shares subject to possible redemption $ 356,167,970 $ (356,167,970 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (19,056,730 ) $ 19,056,730 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period from July 29, 2020 (inception) through December 31, 2020: Earnings per Share for the period from July 29, 2020 (Inception) through As Reported as Adjustment As Restated Basic and diluted weighted average shares outstanding, Class A ordinary shares 40,000,000 (17,548,387 ) 22,451,613 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.62 ) $ (0.62 ) Basic and diluted weighted average shares outstanding, Class B ordinary shares 10,000,000 — 10,000,000 Basic and diluted net loss per ordinary share, Class B ordinary shares $ (2.01 ) $ 1.39 $ (0.62 ) Going Concern Subsequent to the Company’s previously issued Form 10-K/A on June 24, 2021, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by October 5, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 5, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by October 5, 2022. | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, management identified errors made in $10.00 per share, while also taking into consideration a redemption cannot result in net tangible assets being less than Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control. Therefore, management concluded that the redemption value should include all shares of Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 25, 2021 and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 6, 2021 (the “Affected Financial Statements”) and such Affected Financial Statements should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that its Affected Financial Statements should be restated to report all Public Shares as temporary equity. As such the Company is reporting these restatements to the Affected Financial Statements in this Quarterly Report on Form 10-Q/A. There has been no change in the Company’s total assets, liabilities, or operating results. The impact of the restatement on the Company’s financial statements is refle c Balance Sheet as of March 31, 2021 (unaudited) As Adjustment As Restated Class A ordinary shares subject to possible redemption $ 356,425,300 $ 43,574,700 $ 400,000,000 Class A ordinary shares $ 436 $ (436 ) $ — Additional paid-in $ 5,745,622 $ (5,745,622 ) $ — Accumulated deficit $ (747,055 ) $ (37,828,642 ) $ (38,575,697 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (43,574,700 ) $ (38,574,697 ) Balance Sheet as of June 30, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 354,180,350 $ 45,819,650 $ 400,000,000 Class A ordinary shares $ 458 $ (458 ) $ — Additional paid-in capital $ 7,990,550 $ (7,990,550 ) $ — Accumulated deficit $ (2,992,004 ) $ (37,828,642 ) $ (40,820,646 ) Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (45,819,650 $ (40,819,646 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) As Previously Adjustment As Restated Change in value of Class A ordinary shares subject to possible redemption $ 19,314,060 $ (19,314,060 ) — Statement of Cash Flows for the Three Months Ended June 30, 2021 (unaudited) Change in value of Class A ordinary shares subject to possible redemption $ 17,069,110 $ (17,069,110 ) — In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per share calculated to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company. The impact of this restatement on the Company’s financial statements is reflected in the following table: Basic and diluted Basic and diluted income ( ) p share, Basic and diluted Basic and diluted income ( ) p share, Class B ordinary For the three months ended, March 31, 2021 As Previously Reported 40,000,000 $ — 10,000,000 $ 1.92 Adjustment — $ 0.39 — $ (1.53 ) As Restated 40,000,000 $ 0.39 10,000,000 $ 0.39 For the three months ended, June 30, 2021 As Previously Reported 40,000,000 $ — 10,000,000 $ (0.23 ) Adjustment — $ (0.04 ) — $ 0.19 As Restated 40,000,000 $ (0.04 ) 10,000,000 $ (0.04 ) For the six months ended, June 30, 2021 As Previously Reported 40,000,000 $ — 10,000,000 $ 1.70 Adjustment — $ 0.34 — $ (1.36 ) As Restated 40,000,000 $ 0.34 10,000,000 $ 0.34 Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by October 5, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 5, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by October 5, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, at December 31, 2020, there are 40,000,000 Class A ordinary shares subject to possible redemption presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (18,400,000 ) Class A ordinary shares issuance costs (20,292,642 ) Plus: Accretion of carrying value to redemption value 38,692,642 Class A ordinary shares subject to possible redemption $ 400,000,000 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially invested in U.S. Treasury Securities. Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are 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, presented as non-operating expenses in the condensed statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. Offering costs amounted to $21,292,016, of which $20,292,642 were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering on October 5, 2020 and $999,374 was expensed to the statement of operations. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Shares.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 30,500,000 Class A ordinary shares in the aggregate. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per shares as the redemption value approximates fair value. As of December 31, 2020, the Company did not have any other dilutive securities or 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 net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period Ended July 29, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (13,879,256 ) $ (6,181,853 ) Denominator: Basic and diluted weighted average shares outstanding 22,451,613 10,000,000 Basic and diluted net loss per ordinary share $ (0.62 ) $ (0.62 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s shareholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. As of December 31, 2020, the carrying values of cash, prepaid expenses and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and Private Warrants as of each relevant date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with Amendment No. 1 to the Company’s Annual Report on Form 10-K/A Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further , Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $21,292,016, of which $20,292,642 were charged to shareholders’ equity upon the completion of the Initial Public Offering on October 5, 2020 and $999,374 was expensed in the condensed statements of operations. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or re-measurement Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, at September 30, 2021 and December 31, 2020, the 40,000,000 Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. As of September 30, 2020, December 31, 2020 and September 30, 2021 there was no change to the redemption value of the Class A ordinary shares. At December 31, 2020 and September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: September 30, December 31, Gross proceeds $ 400,000,000 $ 400,000,000 Less: Proceeds allocated to Public Warrants $ (18,400,000 ) $ (18,400,000 ) Class A ordinary shares issuance costs $ (20,292,642 ) $ (20,292,642 ) Plus: Accretion of carrying value to redemption value $ 38,692,642 $ 38,692,642 Class A ordinary shares subject to possible redemption $ 400,000,000 $ 400,000,000 Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to p Class A ordinary shares in the aggregate. As of September 30, 2021 and December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into Class A ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) per ordinary share (in dollars, except share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 For the Period from July 29, 2020 (inception) Through September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 5,093,457 $ 1,273,364 $ 18,748,741 $ 4,687,185 $ — $ (5,005 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 — 10,000,000 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ 0.47 $ 0.47 $ — $ (0.00 ) (1) For the three and nine months ended September 30, 2021, and for the period from July 29, 2020 (inception) through September 30, 2020, basic and diluted shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account . Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s unaudited condensed balance sheets, primarily due to their short-term nature. As of September 30, 2021 and December 31, 2020, the carrying values of cash and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Initial Public Offering | NOTE 4 — INITIAL PUBLIC OFFERING On October 5, 2020, pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 9). | NOTE 4 — INITIAL PUBLIC OFFERING On October 5, 2020, pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half |
Private Placement
Private Placement | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Private Placement | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,500,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,500,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS FOUNDER SHARES Founder Shares On July 29, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On August 4, 2020, the Company effected a share dividend resulting in 14,375,000 Class B ordinary shares being issued and outstanding. On September 14, 2020, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in the Sponsor holding 11,500,000 Class B ordinary shares. The Founder Shares included an aggregate of up to 1,500,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On November 16, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 1,500,000 shares. Accordingly, as of December 31, 2020, there are 10,000,000 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on October 5, 2020, to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from July 29, 2020 (inception) through December 31, 2020, the Company incurred $30,000 in fees for these services, of which $30,000 are included in accrued expenses in the accompanying balance sheet as of December 31, 2020. Promissory Note — Related Party On July 31, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $171,395 was repaid at the closing of the Initial Public Offering on October 5, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of 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. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On July 29, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On August 4, 2020, the Company effected a share dividend resulting in 14,375,000 Class B ordinary shares being issued and outstanding. On September 14, 2020, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in the Sponsor holding 11,500,000 Class B ordinary shares. The Founder Shares included an aggregate of up to 1,500,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted The Sponsor per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on October 5, 2020, to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $90,000 in fees for these services, respectively. For the period from July 29, 2020 (inception) through September 30, 2020, the Company did not incur any fees these services. As of September 30, 2021 and December 31, 2020, there was $120,000 and $30,000 of such fees included in accounts payable and accrued expenses in the accompanying condensed balance sheets, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of 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. As of September 30, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 7 — COMMITMENTS AND CONTINGENCIES RISKS AND UNCERTAINTIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders Rights Pursuant to a registration rights agreement entered into on October 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities well be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $13,125,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. An affiliate of the Sponsor has purchased 2,500,000 Public Units at the Public Offering Price. The underwriters did not receive any underwriting discounts or commissions on Units purchased by the Sponsor or its affiliate. | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholders Rights Pursuant to a registration rights agreement entered into on October 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $13,125,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. An affiliate of the Sponsor purchased 2,500,000 Public Units at the Public Offering Price. The underwriters did not receive any underwriting discounts or commissions on Units purchased by the Sponsor or its affiliate. |
Shareholders' Equity
Shareholders' Equity | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Shareholders' Equity | NOTE 8 — SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof 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 basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. | NOTE 8 — SHAREHOLDERS’ EQUITY Preference Shares outstanding. Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof 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. |
Warrant Liability
Warrant Liability | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Warrant Liability [Abstract] | ||
Warrant Liability | NOTE 9 — WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sales price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share 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. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at a price equal to a number of Class A ordinary shares to be determined, based on the redemption date and the fair market value of the Company’s Class A ordinary shares; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding Public Warrants; and • if, and only if, there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. | NOTE 9 — WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 • in whole and not in part; • at a price of $ 0.01 • upon not less than 30 • if, and only if, the reported last sales price of the Company’s Class A ordinary shares equals or exceeds $ 18.00 20 a 30 -trading day If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 • in whole and not in part; • at a price equal to a number of Class A ordinary shares to be determined, based on the redemption date and the fair market value of the Company’s Class A ordinary shares; • upon a minimum of 30 • if, and only if, the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $ 10.00 share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding Public Warrants; and • if, and only if, there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $83 in cash and $400,085,021 in U.S. Treasury securities. During the period ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Level Amortized Cost Gross Holding Gain Fair Value Assets: Held-to-Maturity Investments - U.S. Treasury Securities (Mature on April 8, 2021) 1 $ 400,085,021 $ 5,549 $ 400,090,570 Liabilities: Warrant Liability – Public Warrants 1 — — 30,800,000 Warrant Liability – Private Placement 2 — — 16,170,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Warrants were valued as of October 5, 2020 using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value for the Warrants as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The following table presents the quantitative information regarding Level 3 fair value measurements: At October 5, Unit price $ 9.95 Term to initial business combination (in years) 1.0 Volatility 16.5 % Risk-free rate 0.44 % Dividend yield 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of July 29, 2020 $ — $ — $ — Initial measurement on October 5, 2020 9,660,000 18,400,000 28,060,000 Transfer to Level 1 — (30,800,000 ) (30,800,000 ) Transfer to Level 2 (16,170,000 ) — (16,170,000 ) Change in fair value 6,510,000 12,400,000 18,910,000 Fair value as of December 31, 2020 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period ended December 31, 2020 was $30,800,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the period ended December 31, 2020 was $16,170,000. | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At September 30, 2021, assets held in the Trust Account were comprised of $1,138 of a money market fund and $400,213,381 in U.S. Treasury Securities. At December 31, 2020, assets held in the Trust Account were comprised of $83 in cash and $400,085,021 of investments in U.S. Treasury Securities. During the nine months ended September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the gross holding gains and fair value of held-to-maturity Held-To-Maturity Amortized Cost Gross Holding Gain Fair Value September 30, 2021 U.S. Treasury Securities (Mature on October 14, 2021) $ 400,213,381 $ 645 $ 400,214,026 December 31, 2020 U.S. Treasury Securities (Mature on April 8, 2021) $ 400,085,021 $ 5,549 $ 400,090,570 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 13,000,000 $ 30,800,000 Warrant Liability – Private Placement Warrants 2 $ 6,825,000 $ 16,170,000 The Warrants were accounted for as liabilities in accordance with ASC 815 and are presented within warrant liabilities in the accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Warrants were valued as of October 5, 2020 using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value for the Warrants as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. |
Subsequent Events
Subsequent Events | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than the restatement discussed in Note 2. | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the restatement discussed in Note 2. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with Amendment No. 1 to the Company’s Annual Report on Form 10-K/A |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further , Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are 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, presented as non-operating expenses in the condensed statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering. Offering costs amounted to $21,292,016, of which $20,292,642 were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering on October 5, 2020 and $999,374 was expensed to the statement of operations. | Offering Costs Offering costs consisted of legal, accounting, and other expenses incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $21,292,016, of which $20,292,642 were charged to shareholders’ equity upon the completion of the Initial Public Offering on October 5, 2020 and $999,374 was expensed in the condensed statements of operations. |
Warrant Liabilities | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or re-measurement |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, at December 31, 2020, there are 40,000,000 Class A ordinary shares subject to possible redemption presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (18,400,000 ) Class A ordinary shares issuance costs (20,292,642 ) Plus: Accretion of carrying value to redemption value 38,692,642 Class A ordinary shares subject to possible redemption $ 400,000,000 | 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 are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, at September 30, 2021 and December 31, 2020, the 40,000,000 Class A ordinary shares subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. As of September 30, 2020, December 31, 2020 and September 30, 2021 there was no change to the redemption value of the Class A ordinary shares. At December 31, 2020 and September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: September 30, December 31, Gross proceeds $ 400,000,000 $ 400,000,000 Less: Proceeds allocated to Public Warrants $ (18,400,000 ) $ (18,400,000 ) Class A ordinary shares issuance costs $ (20,292,642 ) $ (20,292,642 ) Plus: Accretion of carrying value to redemption value $ 38,692,642 $ 38,692,642 Class A ordinary shares subject to possible redemption $ 400,000,000 $ 400,000,000 |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Income (Loss) per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Shares.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 30,500,000 Class A ordinary shares in the aggregate. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per shares as the redemption value approximates fair value. As of December 31, 2020, the Company did not have any other dilutive securities or 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 net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period Ended July 29, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (13,879,256 ) $ (6,181,853 ) Denominator: Basic and diluted weighted average shares outstanding 22,451,613 10,000,000 Basic and diluted net loss per ordinary share $ (0.62 ) $ (0.62 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s shareholders. | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to p Class A ordinary shares in the aggregate. As of September 30, 2021 and December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into Class A ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) per ordinary share (in dollars, except share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 For the Period from July 29, 2020 (inception) Through September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 5,093,457 $ 1,273,364 $ 18,748,741 $ 4,687,185 $ — $ (5,005 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 — 10,000,000 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ 0.47 $ 0.47 $ — $ (0.00 ) (1) For the three and nine months ended September 30, 2021, and for the period from July 29, 2020 (inception) through September 30, 2020, basic and diluted shares are the same as there are no non-redeemable |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. As of December 31, 2020, the carrying values of cash, prepaid expenses and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and Private Warrants as of each relevant date. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s unaudited condensed balance sheets, primarily due to their short-term nature. As of September 30, 2021 and December 31, 2020, the carrying values of cash and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Marketable securities held in trust account | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially invested in U.S. Treasury Securities. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | ||
Summary of error corrections and prior period adjustments | The impact of the restatement on the balance sheet as of October 5, 2021 is presented below: Balance Sheet as of October 5, 2020 As Reported as Restated in Adjustment As Restated Class A ordinary shares subject to possible redemption $ 356,167,970 $ 43,832,030 $ 400,000,000 Class A ordinary shares $ 438 $ (438 ) $ — Additional paid-in capital $ 6,002,800 $ (6,002,800 ) $ — Accumulated deficit $ (1,004,379 ) $ (37,828,792 ) $ (38,833,171 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (43,832,030 ) $ (38,832,021 ) The impact of the restatement on the balance sheet as of December 31, 2020 is presented below: Balance Sheet as of December 31, 2020 As Reported as Adjustment As Restated Class A ordinary shares subject to possible redemption $ 337,111,240 $ 62,888,760 $ 400,000,000 Class A ordinary shares $ 629 $ (629 ) $ — Additional paid-in capital $ 25,059,489 $ (25,059,489 ) $ — Accumulated deficit $ (20,061,109 ) $ (37,828,642 ) $ (57,889,751 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (62,888,760 ) $ (57,888,751 ) The impact of the restatement on the statement of cash flows from July 29, 2020 (inception) through December 31, 2020, is presented below: Statement of Cash Flows for the period from July 29, 2020 (Inception) through December 31, 2020 As Reported as Adjustment As Restated Initial classification of Class A ordinary shares subject to possible redemption $ 356,167,970 $ (356,167,970 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (19,056,730 ) $ 19,056,730 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period from July 29, 2020 (inception) through December 31, 2020: Earnings per Share for the period from July 29, 2020 (Inception) through As Reported as Adjustment As Restated Basic and diluted weighted average shares outstanding, Class A ordinary shares 40,000,000 (17,548,387 ) 22,451,613 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.62 ) $ (0.62 ) Basic and diluted weighted average shares outstanding, Class B ordinary shares 10,000,000 — 10,000,000 Basic and diluted net loss per ordinary share, Class B ordinary shares $ (2.01 ) $ 1.39 $ (0.62 ) | The impact of the restatement on the Company’s financial statements is refle c Balance Sheet as of March 31, 2021 (unaudited) As Adjustment As Restated Class A ordinary shares subject to possible redemption $ 356,425,300 $ 43,574,700 $ 400,000,000 Class A ordinary shares $ 436 $ (436 ) $ — Additional paid-in $ 5,745,622 $ (5,745,622 ) $ — Accumulated deficit $ (747,055 ) $ (37,828,642 ) $ (38,575,697 ) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (43,574,700 ) $ (38,574,697 ) Balance Sheet as of June 30, 2021 (unaudited) Class A ordinary shares subject to possible redemption $ 354,180,350 $ 45,819,650 $ 400,000,000 Class A ordinary shares $ 458 $ (458 ) $ — Additional paid-in capital $ 7,990,550 $ (7,990,550 ) $ — Accumulated deficit $ (2,992,004 ) $ (37,828,642 ) $ (40,820,646 ) Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (45,819,650 $ (40,819,646 ) Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) As Previously Adjustment As Restated Change in value of Class A ordinary shares subject to possible redemption $ 19,314,060 $ (19,314,060 ) — Statement of Cash Flows for the Three Months Ended June 30, 2021 (unaudited) Change in value of Class A ordinary shares subject to possible redemption $ 17,069,110 $ (17,069,110 ) — |
Schedule of error corrections and prior period adjustments of financial statement | The impact of this restatement on the Company’s financial statements is reflected in the following table: Basic and diluted Basic and diluted income ( ) p share, Basic and diluted Basic and diluted income ( ) p share, Class B ordinary For the three months ended, March 31, 2021 As Previously Reported 40,000,000 $ — 10,000,000 $ 1.92 Adjustment — $ 0.39 — $ (1.53 ) As Restated 40,000,000 $ 0.39 10,000,000 $ 0.39 For the three months ended, June 30, 2021 As Previously Reported 40,000,000 $ — 10,000,000 $ (0.23 ) Adjustment — $ (0.04 ) — $ 0.19 As Restated 40,000,000 $ (0.04 ) 10,000,000 $ (0.04 ) For the six months ended, June 30, 2021 As Previously Reported 40,000,000 $ — 10,000,000 $ 1.70 Adjustment — $ 0.34 — $ (1.36 ) As Restated 40,000,000 $ 0.34 10,000,000 $ 0.34 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Schedule Of Earnings Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For The Period Ended July 29, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (13,879,256 ) $ (6,181,853 ) Denominator: Basic and diluted weighted average shares outstanding 22,451,613 10,000,000 Basic and diluted net loss per ordinary share $ (0.62 ) $ (0.62 ) | The following table reflects the calculation of basic and diluted net (loss) per ordinary share (in dollars, except share amounts): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 For the Period from July 29, 2020 (inception) Through September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 5,093,457 $ 1,273,364 $ 18,748,741 $ 4,687,185 $ — $ (5,005 ) Denominator: Basic and diluted weighted average shares outstanding 40,000,000 10,000,000 40,000,000 10,000,000 — 10,000,000 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ 0.47 $ 0.47 $ — $ (0.00 ) (1) For the three and nine months ended September 30, 2021, and for the period from July 29, 2020 (inception) through September 30, 2020, basic and diluted shares are the same as there are no non-redeemable |
Summary of Class A Common Stock Subject to Possible Redemption | At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 400,000,000 Less: Proceeds allocated to Public Warrants (18,400,000 ) Class A ordinary shares issuance costs (20,292,642 ) Plus: Accretion of carrying value to redemption value 38,692,642 Class A ordinary shares subject to possible redemption $ 400,000,000 | At December 31, 2020 and September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: September 30, December 31, Gross proceeds $ 400,000,000 $ 400,000,000 Less: Proceeds allocated to Public Warrants $ (18,400,000 ) $ (18,400,000 ) Class A ordinary shares issuance costs $ (20,292,642 ) $ (20,292,642 ) Plus: Accretion of carrying value to redemption value $ 38,692,642 $ 38,692,642 Class A ordinary shares subject to possible redemption $ 400,000,000 $ 400,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Held To Maturity Securities | The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Level Amortized Cost Gross Holding Gain Fair Value Assets: Held-to-Maturity Investments - U.S. Treasury Securities (Mature on April 8, 2021) 1 $ 400,085,021 $ 5,549 $ 400,090,570 Liabilities: Warrant Liability – Public Warrants 1 — — 30,800,000 Warrant Liability – Private Placement 2 — — 16,170,000 | The following table presents information about the gross holding gains and fair value of held-to-maturity Held-To-Maturity Amortized Cost Gross Holding Gain Fair Value September 30, 2021 U.S. Treasury Securities (Mature on October 14, 2021) $ 400,213,381 $ 645 $ 400,214,026 December 31, 2020 U.S. Treasury Securities (Mature on April 8, 2021) $ 400,085,021 $ 5,549 $ 400,090,570 |
Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 13,000,000 $ 30,800,000 Warrant Liability – Private Placement Warrants 2 $ 6,825,000 $ 16,170,000 | |
Fair Value Measurement Inputs and Valuation Techniques | The following table presents the quantitative information regarding Level 3 fair value measurements: At October 5, Unit price $ 9.95 Term to initial business combination (in years) 1.0 Volatility 16.5 % Risk-free rate 0.44 % Dividend yield 0.0 % | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of July 29, 2020 $ — $ — $ — Initial measurement on October 5, 2020 9,660,000 18,400,000 28,060,000 Transfer to Level 1 — (30,800,000 ) (30,800,000 ) Transfer to Level 2 (16,170,000 ) — (16,170,000 ) Change in fair value 6,510,000 12,400,000 18,910,000 Fair value as of December 31, 2020 $ — $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations- Additional Information (Detail) - USD ($) | Oct. 05, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from warrant issue | $ 10,500,000 | |||
Payments towards restricted investments | $ 400,000,000 | $ 400,000,000 | ||
Sale of stock issue price per share | $ 10 | |||
Term of restricted investments | 185 days | 185 days | ||
Number of days prior to the business combination when the amount in the trust account is ascertained | 2 days | 2 days | ||
Minimum net worth needed | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |
Percentage of the public shares that can be transferred without any restriction | 15.00% | 15.00% | 15.00% | |
Percentage of public shares to be redeemed in case of non occurrence of business combination | 100.00% | 100.00% | 100.00% | |
Due date for the business combination to be consummated | Oct. 5, 2022 | Oct. 5, 2022 | ||
Number of days after the cut off date for business combination within which public shares shall be redeemed | 10 days | 10 days | ||
Estimated expenses payable on liquidation | $ 100,000 | $ 100,000 | $ 100,000 | |
Maximum [Member] | ||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of the fair value of assets in trust account of the acquire excluding taxes and deferred underwriting commission | 80.00% | |||
Per share amount to be maintained in the trust account | $ 10 | $ 10 | $ 10 | |
Minimum [Member] | ||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Equity method investment percentage | 50.00% | |||
Redemption price per share of public shares | 10 | 10 | 10 | |
Per share amount to be maintained in the trust account | $ 10 | $ 10 | $ 10 | |
Common Class A [Member] | ||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Proceeds from initial public offer gross | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |
Proceeds from warrant issue | 18,400,000 | 18,400,000 | 18,400,000 | |
Adjustment to additional paid in capital stock issuance costs | 20,292,642 | 20,292,642 | 20,292,642 | |
Common Class A [Member] | IPO [Member] | ||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock shares issued during the period shares new issues | 40,000,000 | |||
Proceeds from initial public offer gross | $ 400,000,000 | |||
Adjustment to additional paid in capital stock issuance costs | 21,292,016 | 20,292,642 | 20,292,642 | |
Underwriting fees net | 7,275,000 | |||
Underwriter fees reimbursed | 225,000 | |||
Deferred underwriting fees non current | 13,125,000 | $ 13,125,000 | $ 13,125,000 | $ 13,125,000 |
Other offering costs | $ 892,016 | |||
Sale of stock issue price per share | $ 10 | $ 10 | $ 10 | |
Offering Costs Incurred | $ 21,292,016 | $ 21,292,016 | ||
Private Placement Warrants [Member] | Private Placement [Member] | AEA Bridges Impact Sposor LLC [Member] | ||||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants or rights number of warrants issued during the period | 10,500,000 | |||
Class of warrants or rights issue price | $ 1 | |||
Proceeds from warrant issue | $ 10,500,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Changes and Error Corrections [Abstract] | ||
per share | $ 10 | |
Minimum net tangible assets | $ 5,000,001 | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of the Impact of the Revision on the Company's Financial Statements is Reflected (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Oct. 05, 2020 | Jul. 28, 2020 | |
Balance Sheet (Unaudited) | |||||||||
Additional paid-in capital | $ 0 | ||||||||
Accumulated deficit | $ (34,453,825) | (57,889,751) | $ (34,453,825) | ||||||
Total Shareholders' Deficit | $ (19,995) | $ (34,452,825) | $ (40,819,646) | $ (38,574,697) | $ (57,888,751) | $ (40,819,646) | $ (34,452,825) | $ 0 | |
Common Class A [Member] | |||||||||
Balance Sheet (Unaudited) | |||||||||
Class A ordinary shares subject to possible redemption | 40,000,000 | 40,000,000 | 40,000,000 | ||||||
Class A ordinary shares | |||||||||
Statement of Operations (Unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares subject to possible redemption | 0 | 40,000,000 | 22,451,613 | 40,000,000 | |||||
Basic and diluted net income (loss) per share, Class A redeemable ordinary shares subject to possible redemption | $ 0 | $ 0.13 | $ (0.62) | $ 0.47 | |||||
Common Class B [Member] | |||||||||
Balance Sheet (Unaudited) | |||||||||
Class A ordinary shares | $ 1,000 | $ 1,000 | $ 1,000 | ||||||
Statement of Operations (Unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares subject to possible redemption | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Basic and diluted net income (loss) per share, Class A redeemable ordinary shares subject to possible redemption | $ 0 | $ 0.13 | $ (0.62) | $ 0.47 | |||||
As Previously Reported [Member] | |||||||||
Balance Sheet (Unaudited) | |||||||||
Additional paid-in capital | 7,990,550 | 5,745,622 | $ 25,059,489 | 7,990,550 | $ 6,002,800 | ||||
Accumulated deficit | (2,992,004) | (747,055) | (20,061,109) | (2,992,004) | (1,004,379) | ||||
Total Shareholders' Deficit | 5,000,004 | 5,000,003 | 5,000,009 | $ 5,000,004 | $ 5,000,009 | ||||
Statement of Cash Flows for the Period from October 5, 2020 (IPO) through December 31, 2021 (audited) | |||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 356,167,970 | ||||||||
Change In Value Of Class A Ordinary Shares Subject To Possible Redemption | $ 17,069,110 | $ 19,314,060 | $ (19,056,730) | ||||||
As Previously Reported [Member] | Common Class A [Member] | |||||||||
Balance Sheet (Unaudited) | |||||||||
Class A ordinary shares subject to possible redemption | 354,180,350 | 356,425,300 | 337,111,240 | 354,180,350 | 356,167,970 | ||||
Class A ordinary shares | $ 458 | $ 436 | $ 629 | $ 458 | $ 438 | ||||
Statement of Operations (Unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares subject to possible redemption | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | |||||
Basic and diluted net income (loss) per share, Class A redeemable ordinary shares subject to possible redemption | $ 0 | ||||||||
As Previously Reported [Member] | Common Class B [Member] | |||||||||
Statement of Operations (Unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares subject to possible redemption | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Basic and diluted net income (loss) per share, Class A redeemable ordinary shares subject to possible redemption | $ (0.23) | $ 1.92 | $ (2.01) | $ 1.70 | |||||
Adjustment [Member] | |||||||||
Balance Sheet (Unaudited) | |||||||||
Additional paid-in capital | $ (7,990,550) | $ (5,745,622) | $ (25,059,489) | $ (7,990,550) | (6,002,800) | ||||
Accumulated deficit | (37,828,642) | (37,828,642) | (37,828,642) | (37,828,642) | (37,828,792) | ||||
Total Shareholders' Deficit | (45,819,650) | (43,574,700) | (62,888,760) | $ (45,819,650) | $ (43,832,030) | ||||
Statement of Cash Flows for the Period from October 5, 2020 (IPO) through December 31, 2021 (audited) | |||||||||
Initial classification of Class A ordinary shares subject to possible redemption | (356,167,970) | ||||||||
Change In Value Of Class A Ordinary Shares Subject To Possible Redemption | $ (17,069,110) | $ (19,314,060) | $ 19,056,730 | ||||||
Adjustment [Member] | Common Class A [Member] | |||||||||
Balance Sheet (Unaudited) | |||||||||
Class A ordinary shares subject to possible redemption | 45,819,650 | 43,574,700 | 62,888,760 | 45,819,650 | 43,832,030 | ||||
Class A ordinary shares | $ (458) | $ (436) | $ (629) | $ (458) | $ (438) | ||||
Statement of Operations (Unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares subject to possible redemption | (17,548,387) | ||||||||
Basic and diluted net income (loss) per share, Class A redeemable ordinary shares subject to possible redemption | $ (0.04) | $ 0.39 | $ (0.62) | $ 0.34 | |||||
Adjustment [Member] | Common Class B [Member] | |||||||||
Statement of Operations (Unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares subject to possible redemption | 0 | ||||||||
Basic and diluted net income (loss) per share, Class A redeemable ordinary shares subject to possible redemption | $ 0.19 | $ (1.53) | $ 1.39 | $ (1.36) | |||||
As Restated [Member] | |||||||||
Balance Sheet (Unaudited) | |||||||||
Additional paid-in capital | $ 0 | 0 | |||||||
Accumulated deficit | $ (40,820,646) | $ (38,575,697) | (57,889,751) | $ (40,820,646) | (38,833,171) | ||||
Total Shareholders' Deficit | $ (40,819,646) | $ (38,574,697) | (57,888,751) | $ (40,819,646) | $ (38,832,021) | ||||
Statement of Cash Flows for the Period from October 5, 2020 (IPO) through December 31, 2021 (audited) | |||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 0 | ||||||||
Change In Value Of Class A Ordinary Shares Subject To Possible Redemption | $ 0 | ||||||||
As Restated [Member] | Common Class A [Member] | |||||||||
Balance Sheet (Unaudited) | |||||||||
Class A ordinary shares subject to possible redemption | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | ||||
Class A ordinary shares | $ 0 | $ 0 | |||||||
Statement of Operations (Unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares subject to possible redemption | 40,000,000 | 40,000,000 | 22,451,613 | 40,000,000 | |||||
Basic and diluted net income (loss) per share, Class A redeemable ordinary shares subject to possible redemption | $ (0.04) | $ 0.39 | $ (0.62) | $ 0.34 | |||||
As Restated [Member] | Common Class B [Member] | |||||||||
Statement of Operations (Unaudited) | |||||||||
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares subject to possible redemption | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Basic and diluted net income (loss) per share, Class A redeemable ordinary shares subject to possible redemption | $ (0.04) | $ 0.39 | $ (0.62) | $ 0.34 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule of Error Corrections and Prior Period Adjustments of Financial Statement (Detail) - $ / shares | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | |
Common Class A [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 0 | 40,000,000 | 22,451,613 | 40,000,000 | |||
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.13 | $ (0.62) | $ 0.47 | |||
Common Class B [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.13 | $ (0.62) | $ 0.47 | |||
As Previously Reported [Member] | Common Class A [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | |||
Basic and diluted net income (loss) per ordinary share | $ 0 | ||||||
As Previously Reported [Member] | Common Class B [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||
Basic and diluted net income (loss) per ordinary share | $ (0.23) | $ 1.92 | $ (2.01) | $ 1.70 | |||
Adjustment [Member] | Common Class A [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | (17,548,387) | ||||||
Basic and diluted net income (loss) per ordinary share | (0.04) | 0.39 | $ (0.62) | 0.34 | |||
Adjustment [Member] | Common Class B [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 0 | ||||||
Basic and diluted net income (loss) per ordinary share | $ 0.19 | $ (1.53) | $ 1.39 | $ (1.36) | |||
As Restated [Member] | Common Class A [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 40,000,000 | 40,000,000 | 22,451,613 | 40,000,000 | |||
Basic and diluted net income (loss) per ordinary share | $ (0.04) | $ 0.39 | $ (0.62) | $ 0.34 | |||
As Restated [Member] | Common Class B [Member] | |||||||
Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items] | |||||||
Basic and diluted weighted average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||
Basic and diluted net income (loss) per ordinary share | $ (0.04) | $ 0.39 | $ (0.62) | $ 0.34 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Possible Redemption (Detail) - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Less: | |||
Proceeds allocated to Public Warrants | $ (10,500,000) | ||
Plus: | |||
Class A ordinary shares subject to possible redemption | 400,000,000 | $ 400,000,000 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 400,000,000 | $ 400,000,000 | 400,000,000 |
Less: | |||
Proceeds allocated to Public Warrants | (18,400,000) | (18,400,000) | (18,400,000) |
Class A ordinary shares issuance costs | (20,292,642) | (20,292,642) | (20,292,642) |
Plus: | |||
Accretion of carrying value to redemption value | 38,692,642 | 38,692,642 | 38,692,642 |
Class A ordinary shares subject to possible redemption | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ (5,005) | $ 6,366,821 | $ (2,244,949) | $ 19,314,054 | $ (20,061,109) | $ 23,435,926 |
Common Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ 0 | $ 5,093,457 | $ (13,879,256) | $ 18,748,741 | ||
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 0 | 40,000,000 | 22,451,613 | 40,000,000 | ||
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.13 | $ (0.62) | $ 0.47 | ||
Common Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted | $ (5,005) | $ 1,273,364 | $ (6,181,853) | $ 4,687,185 | ||
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.13 | $ (0.62) | $ 0.47 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 05, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Line Items] | |||||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Accrued interest and penalties on unrecognized tax benefits | 0 | 0 | 0 | 0 | 0 | ||
Income tax expense benefit | 0 | 0 | |||||
Cash insured with federal deposit insurance corporation | 250,000 | 250,000 | 250,000 | $ 250,000 | 250,000 | ||
Offering costs expensed | $ 999,374 | ||||||
Change in Redemption Value of Shares Subject to Redemption value | $ 0 | $ 0 | $ 0 | ||||
US Treasury Securities [Member] | Maximum [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Held to maturity securities, maturity period | 185 days | 185 days | |||||
Common Class A [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Adjustment to additional paid in capital stock issuance costs | $ 20,292,642 | $ 20,292,642 | $ 20,292,642 | ||||
Temporary equity shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 0 | ||||
Common Class A [Member] | Warrant [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Exercisable to purchase aggregate shares | 30,500,000 | ||||||
Class A Ordinary Shares Subject To Possible Redemption [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Temporary equity shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||
IPO [Member] | Common Class A [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Adjustment to additional paid in capital stock issuance costs | $ 21,292,016 | $ 20,292,642 | $ 20,292,642 | ||||
Exercisable to purchase aggregate shares | 30,500,000 | ||||||
Offering costs | $ 21,292,016 | ||||||
Offering costs expensed | 999,374 | ||||||
Offering Costs Incurred | $ 21,292,016 | $ 21,292,016 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Oct. 05, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Class of warrants or rights exercise price | $ 11.50 | |
IPO [Member] | Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock shares issued during the period shares new issues | 40,000,000 | |
Sale of stock issue price per share | $ 10 | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Oct. 05, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from warrant issue | $ 10,500,000 | |
Class of warrants or rights exercise price | $ 11.50 | |
AEA Bridges Impact Sposor LLC [Member] | Private Placement [Member] | Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants or rights number of warrants issued during the period | 10,500,000 | |
Class of warrants or rights issue price | $ 1 | |
Proceeds from warrant issue | $ 10,500,000 | |
Class of warrants or rights exercise price | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 16, 2020 | Oct. 05, 2020 | Sep. 14, 2020 | Jul. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Aug. 04, 2020 | Jul. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||
Payments of stock issuance costs | $ 700,626 | |||||||||
Administrative Services Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Administrative monthly fees | $ 10,000 | |||||||||
Administrative Services Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related party current for administrative expenses | $ 120,000 | 30,000 | $ 120,000 | |||||||
Administrative Services Agreement [Member] | General and Administrative Expense [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction expenses | $ 0 | 30,000 | 30,000 | 90,000 | ||||||
Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | |||||||||
Repayments of debt | $ 171,395 | |||||||||
Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loans outstanding | 0 | 0 | 0 | |||||||
Convertible debt | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Warrant issue price | $ 1 | $ 1 | $ 1 | |||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares, issued | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Common stock shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payments of stock issuance costs | $ 25,000 | |||||||||
Stock repurchased and retired during period, shares | 2,875,000 | |||||||||
Stock issued during period subject to forfeiture | 1,500,000 | |||||||||
Percent of stock convertible | 20.00% | |||||||||
Stock price threshold limit | $ 12 | $ 12 | $ 12 | |||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from issuance of common stock | $ 11,500,000 | |||||||||
Common stock, shares, issued | 10,000,000 | 14,375,000 | ||||||||
Common stock shares outstanding | 10,000,000 | 11,500,000 | 10,000,000 | 14,375,000 | ||||||
Share based compensation by share based payment arrangement shares forefieted | 1,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 5 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Oct. 05, 2020 | |
Loss Contingencies [Line Items] | |||
Underwriting fee, per unit cash paid | $ 0.35 | $ 0.35 | |
IPO [Member] | Common Class A [Member] | |||
Loss Contingencies [Line Items] | |||
Deferred underwriting fees non current | $ 13,125,000 | $ 13,125,000 | $ 13,125,000 |
Private Placement [Member] | |||
Loss Contingencies [Line Items] | |||
Stock related warrants issued during the period shares | 2,500,000 | 2,500,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Stockholders Equity Note [Line Items] | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Stockholders Equity Note [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common stock description of voting rights | one vote | one vote |
Temporary equity, shares issued | 40,000,000 | 40,000,000 |
Ordinary shares subject to possible redemption shares | 40,000,000 | 40,000,000 |
Common Class B [Member] | ||
Stockholders Equity Note [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 10,000,000 | 10,000,000 |
Common stock shares outstanding | 10,000,000 | 10,000,000 |
Common stock description of voting rights | one vote | one vote |
Minimum common stock shares to be maintained | 20.00% | 20.00% |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - $ / shares | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||
Percentage of proceeds from share issuances | 60.00% | 60.00% |
Private Placement Warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants exercise price adjustment percentage | 180.00% | 180.00% |
Private Placement Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants exercise price adjustment percentage | 115.00% | 115.00% |
Share Trigger Price One [Member] | Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Minimum share price required for redemption of Warrants | $ 0.01 | $ 0.01 |
Minimum notice period for warrants redemption | 30 days | 30 days |
Share Trigger Price One [Member] | Private Placement Warrants [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold trading days | 30 days | 30 days |
Share Trigger Price One [Member] | Private Placement Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants redeemable, threshold consecutive trading days | 20 days | |
Share Trigger Price Two [Member] | Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Minimum notice period for warrants redemption | 30 days | 30 days |
Effective statements available period determining warrants redemption | 30 days | |
Common Class A [Member] | Prospective Acquire [Member] | ||
Class of Warrant or Right [Line Items] | ||
Business acquisition share price | $ 9.20 | |
Common Class A [Member] | Business Combination [Member] | ||
Class of Warrant or Right [Line Items] | ||
Business acquisition share price | $ 9.20 | |
Common Class A [Member] | Share Trigger Price One [Member] | Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, redemption price per share | 18 | 18 |
Common Class A [Member] | Share Trigger Price One [Member] | Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | 18 | |
Common Class A [Member] | Share Trigger Price Two [Member] | Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, redemption price per share | $ 10 | 10 |
Common Class A [Member] | Share Trigger Price Two [Member] | Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 10 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Detail) - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Restricted cash non current | $ 83 | $ 1,138 |
Held to maturity securities at amortised cost | 400,085,021 | $ 400,213,381 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Held to maturity securities at amortised cost | 400,085,021 | |
Warrant [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value with unobservable inputs reconciliation liability transfers out of level three | 30,800,000 | |
Warrant [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value with unobservable inputs reconciliation liability transfers out of level three | $ 16,170,000 |
Fair Value Measurements - Held
Fair Value Measurements - Held To Maturity Securities (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | $ 400,213,381 | $ 400,085,021 |
US Treasury Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 400,213,381 | 400,085,021 |
Gross Holding Gain | 645 | 5,549 |
Fair Value | 400,214,026 | 400,090,570 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 400,085,021 | |
Gross Holding Gain | 5,549 | |
Fair Value | 400,090,570 | |
Fair Value, Inputs, Level 1 | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 13,000,000 | 30,800,000 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 6,825,000 | $ 16,170,000 |
Fair Value Measurements - Hel_2
Fair Value Measurements - Held To Maturity Securities (Parenthetical) (Detail) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Held to maturity debt instruments maturity date | Apr. 8, 2021 | Oct. 14, 2021 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Assets And Liabilities Measured At Fair Value On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | $ 13,000,000 | $ 30,800,000 |
Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant Liability | $ 6,825,000 | $ 16,170,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Detail) - Public Warrants And Private Placement Warrants [Member] - Fair Value, Inputs, Level 3 [Member] | Oct. 05, 2020$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Unit price | $ 9.95 |
Term to initial business combination (in years) | 1 year |
Volatility | 16.50% |
Risk-free rate | 0.44% |
Dividend yield | 0.00% |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) - Warrant [Member] | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on October 5, 2020 | $ 28,060,000 |
Transfer to Level 1 | (30,800,000) |
Transfer to Level 2 | (16,170,000) |
Change in fair value | 18,910,000 |
Fair value as of December 31, 2020 | 0 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on October 5, 2020 | 9,660,000 |
Transfer to Level 1 | 0 |
Transfer to Level 2 | (16,170,000) |
Change in fair value | 6,510,000 |
Fair value as of December 31, 2020 | 0 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on October 5, 2020 | 18,400,000 |
Transfer to Level 1 | (30,800,000) |
Transfer to Level 2 | 0 |
Change in fair value | 12,400,000 |
Fair value as of December 31, 2020 | $ 0 |