Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 20, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Mirion Technologies, Inc. | |
Entity Central Index Key | 0001809987 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, State or Province | GA | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-39352 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1218 Menlo Drive | |
Entity Tax Identification Number | 83-0974996 | |
Entity Address, City or Town | Atlanta | |
Entity Address, Postal Zip Code | 30318 | |
City Area Code | 770 | |
Local Phone Number | 432-2744 | |
Entity Information, Former Legal or Registered Name | GS Acquisition Holdings Corp II | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | MIR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 199,523,292 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,560,540 | |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | MIR WS | |
Security Exchange Name | NYSE | |
Former Address [Member] | ||
Document Information [Line Items] | ||
Entity Address, State or Province | NY | |
Entity Address, Address Line One | 200 West Street | |
Entity Address, City or Town | New York |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 195,542 | $ 383,246 |
Prepaid expenses | 325,000 | 599,170 |
Cash and cash equivalent held in Trust Account | 750,097,480 | 0 |
Accrued dividends receivable held in Trust Account | 3,758 | 0 |
Total current assets | 750,621,780 | 982,416 |
Cash and cash equivalent held in Trust Account | 0 | 750,063,158 |
Deferred tax asset | 919,025 | 265,954 |
Accrued dividends receivable held in Trust Account | 0 | 3,883 |
Total assets | 751,540,805 | 751,315,411 |
Current liabilities: | ||
Accounts payable | 10,510,524 | 965,370 |
Accrued offering costs | 0 | 375,000 |
Income tax payable | 58 | 57 |
Working capital note (see Note 5) | 2,000,000 | 0 |
Warrant liability | 60,742,195 | 71,676,615 |
Deferred underwriting discount | 26,250,000 | 0 |
Total current liabilities | 99,502,777 | 73,017,042 |
Deferred underwriting discount | 0 | 26,250,000 |
Total liabilities | 99,502,777 | 99,267,042 |
Commitments and contingencies | ||
Class A common stock subject to possible redemption; 75,000,000 shares at September 30, 2021 and December 31, 2020, respectively | 750,000,000 | 750,000,000 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding at September 30, 2021 and December 31, 2020 respectively | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (97,963,846) | (97,953,505) |
Total stockholders' equity/(deficit) | (97,961,972) | (97,951,631) |
Total liabilities and stockholders' equity | 751,540,805 | 751,315,411 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common stock | 0 | 0 |
Common Class B [Member] | ||
Stockholders' equity: | ||
Common stock | $ 1,874 | $ 1,874 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 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] | ||
Class A common stock subject to possible redemption | 75,000,000 | 75,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 18,750,000 | 18,750,000 |
Common stock, shares outstanding | 18,750,000 | 18,750,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Dividend income | $ 11,525 | $ 55,517 | $ 34,197 | $ 55,517 |
General and administrative expenses | (2,876,849) | (1,444,757) | (11,631,971) | (1,503,418) |
Change in fair value of warrant liability | 1,701,854 | (30,806,877) | 10,934,420 | (30,806,877) |
Income (loss) before income taxes | (1,163,470) | (32,196,117) | (663,354) | (32,254,778) |
Income tax benefit (expense) | 139,446 | 65,998 | 653,013 | 78,260 |
Net income (loss) | $ (1,024,024) | $ (32,130,119) | $ (10,341) | $ (32,176,518) |
Common Class A [Member] | ||||
Weighted average number of shares outstanding | 75,000,000 | 73,369,565 | 75,000,000 | 24,725,275 |
Net income (loss) per common share | $ (0.01) | $ (0.35) | $ 0 | $ (0.72) |
Common Class B [Member] | ||||
Weighted average number of shares outstanding | 18,750,000 | 19,407,609 | 18,750,000 | 19,883,242 |
Net income (loss) per common share | $ (0.01) | $ (0.35) | $ 0 | $ (0.72) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes In Stockholders' Equity - USD ($) | Total | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2019 | $ 4,364 | $ 0 | $ 2,012 | $ 2,988 | $ (636) |
Beginning balance, Shares at Dec. 31, 2019 | 0 | 20,125,000 | |||
Net income (loss) | 0 | $ 0 | $ 0 | 0 | 0 |
Ending balance at Mar. 31, 2020 | 4,364 | $ 0 | $ 2,012 | 2,988 | (636) |
Ending balance, Shares at Mar. 31, 2020 | 0 | 20,125,000 | |||
Net income (loss) | (46,399) | $ 0 | $ 0 | 0 | (46,399) |
Ending balance at Jun. 30, 2020 | (42,035) | $ 0 | $ 2,012 | 2,988 | (47,035) |
Ending balance, Shares at Jun. 30, 2020 | 0 | 20,125,000 | |||
Excess of cash received over fair value of private placement warrants | 8,049,674 | 8,049,674 | |||
Forfeiture of Founder Shares pursuant to partial exercise of underwriters' over-allotment option | $ (138) | 138 | |||
Forfeiture of Founder Shares pursuant to partial exercise of underwriters' over-allotment option, Shares | (1,375,000) | ||||
Accretion for Class A common stock to redemption amount | (60,750,262) | (8,052,800) | (52,697,462) | ||
Net income (loss) | (32,130,119) | (32,130,119) | |||
Ending balance at Sep. 30, 2020 | (84,872,742) | $ 0 | $ 1,874 | 0 | (84,874,616) |
Ending balance, Shares at Sep. 30, 2020 | 0 | 18,750,000 | |||
Beginning balance at Dec. 31, 2020 | (97,951,631) | $ 0 | $ 1,874 | 0 | (97,953,505) |
Beginning balance, Shares at Dec. 31, 2020 | 0 | 18,750,000 | |||
Net income (loss) | 9,682,349 | $ 0 | $ 0 | 0 | 9,682,349 |
Ending balance at Mar. 31, 2021 | (88,269,282) | $ 1,874 | 0 | (88,271,156) | |
Ending balance, Shares at Mar. 31, 2021 | 18,750,000 | ||||
Net income (loss) | (8,668,666) | 0 | $ 0 | 0 | (8,668,666) |
Ending balance at Jun. 30, 2021 | (96,937,948) | $ 0 | $ 1,874 | 0 | (96,939,822) |
Ending balance, Shares at Jun. 30, 2021 | 0 | 18,750,000 | |||
Net income (loss) | (1,024,024) | $ 0 | $ 0 | 0 | (1,024,024) |
Ending balance at Sep. 30, 2021 | $ (97,961,972) | $ 0 | $ 1,874 | $ 0 | $ (97,963,846) |
Ending balance, Shares at Sep. 30, 2021 | 0 | 18,750,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (10,341) | $ (32,176,518) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liability | (10,934,420) | 30,806,877 |
Issuance costs related to warrant liability | 0 | 1,075,021 |
Change in operating assets and liabilities: | ||
(Increase)/decrease in dividend receivable | 125 | (3,758) |
(Increase)/decrease in prepaid expenses | 274,170 | (716,748) |
Increase in deferred tax assets | (653,071) | (78,317) |
Increase in accounts payable | 9,545,154 | 248,528 |
Increase in income tax payable | 1 | 57 |
Net cash used for operating activities | (1,778,382) | (844,858) |
Cash flows from financing activities: | ||
Proceeds from sale of Class A common stock to public | 0 | 750,000,000 |
Proceeds from sale of Private Placement Warrants | 0 | 17,000,000 |
Payment of underwriting discounts | 0 | (15,000,000) |
Payment of offering costs | (375,000) | (485,245) |
Proceeds from promissory note | 0 | 300,000 |
Repayment of promissory note | 0 | (300,000) |
Proceeds from working capital note | 2,000,000 | 0 |
Net cash provided by financing activities | 1,625,000 | 751,514,755 |
Increase/(decrease) in cash and restricted cash | (153,382) | 750,669,897 |
Cash and restricted cash and cash equivalents at beginning of period | 750,446,404 | 5,000 |
Cash and restricted cash and cash equivalents at end of period | 750,293,022 | 750,674,897 |
Supplemental disclosure of non-cash financing activities | ||
Accrued offering costs | 0 | 503,000 |
Deferred underwriting discount | $ 0 | $ 26,250,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and General GS Acquisition Holdings Corp II (the “Company”) was incorporated as a Delaware corporation on May 31, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). All activity for the period from May 31, 2018 (inception) through September 30, 2021 relates to the Company’s formation and its initial public offering (the “Public Offering”) described below and identifying and evaluating prospective acquisition targets for an Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest or dividend income on cash and cash equivalents from the proceeds derived from the Public Offering and the Private Placement (as defined below in Note 4 Proposed Initial Business Combination On June 17, 2021, the Company announced that it entered into a Business Combination Agreement, dated as of June 17, 2021 (as amended, the “Business Combination Agreement”), by and among the Company, Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (“Mirion”), CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment Co-Investment Pursuant to the terms of the Business Combination Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which Mirion will combine with a subsidiary of the Company as described below. The proposed Business Combination is expected to be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions summarized below. The Business Combination Agreement Transaction Consideration Subject to the terms of the Business Combination Agreement and adjustments set forth therein, the consideration to be paid in connection with the Business Combination is $1,700,000,000 (the “Total Consideration”) and will be paid in a combination of equity and cash consideration. The cash consideration will be an amount equal to $1,310,000,000; provided, that if the Minimum Cash Condition (as defined below) is not met, and Mirion and the Charterhouse Parties elect to waive the Minimum Cash Condition, then the Cash Consideration will be equal to $1,310,000,000 less the amount by which $1,310,000,000 exceeds the Available Closing Cash (as defined below). In exchange for the A Ordinary Shares of $0.01 each in the capital of Mirion, the B Ordinary Shares of $0.01 each in the capital of Mirion and certain loan notes due 2026 issued by Mirion Technologies (HoldingSub1), Ltd, each Seller may elect to receive cash or equity consideration or a combination thereof, which equity consideration shall be in the form of either shares of the Company’s Class A common stock or shares of the Company’s Class B common stock combined with shares of Class B common stock of a subsidiary that will be majority owned by the Company. The Available Closing Cash will be an amount equal to (i) the amount of funds contained in the Company’s trust account (after reduction for the aggregate amount of payments required to be made in connection with any valid stockholder redemptions), plus (ii) the aggregate amount of cash that has been funded to and remains with the Company pursuant to the Subscription Agreements (as defined below) as of immediately prior to the closing of the Business Combination (the “Closing”), plus (iii) the amounts delivered pursuant to the Debt Financing (as defined in the Business Combination Agreement), plus (iv) the cash and cash equivalents of Mirion and its subsidiaries on a consolidated basis as of the date of the Closing (the “Closing Date”), plus (v) the proceeds, if any, from the sale by the Company to GSAM Holdings LLC of shares of the Company’s Class A common stock, pursuant to the Backstop Agreement (as defined below), less (vi) the total amount required to be paid to fully satisfy all obligations related to Mirion’s credit agreement as of the Closing Date, less (vii) certain transaction expenses, less (viii) $50,000,000 (collectively, the “Available Closing Cash”). Covenants The Business Combination Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Business Combination Agreement contains additional covenants of the parties, including, among others: (i) covenants providing that the parties use reasonable best efforts and take certain actions to obtain all necessary regulatory approvals; (ii) covenants providing that the parties cooperate with respect to the registration statement, prospectus and proxy statement to be filed in connection with the Business Combination; (iii) covenants providing that the parties shall take further actions as may be necessary, proper or advisable to consummate and make effective the Business Combination; (iv) a covenant of the Company to convene a meeting of the Company’s stockholders and to solicit proxies from its stockholders in favor of the approval of the Business Combination and other related stockholder proposals; and (v) covenants providing that the parties will not solicit, initiate, engage in or continue discussions with respect to any other business combination. Conditions to the Consummation of the Transactions Consummation of the transactions contemplated by the Business Combination Agreement (the “Transactions”) is subject to certain closing conditions, including approval by the Company’s stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the approval of certain governmental authorities. The Business Combination Agreement also contains other conditions, including, among others: (i) the Company having at least an aggregate of $1,310,000,000 in cash available at Closing (the “Minimum Cash Condition”); (ii) the registration statement becoming effective in accordance with the Securities Act; (iii) customary bringdown conditions; (iv) no material adverse effect having occurred; and (v) to the extent requested by the Company, Mirion having issued a notice of suspension or termination of business with certain partners. Subscription Agreements Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 90,000,000 shares of the Company’s Class A common stock for an aggregate purchase price equal to $900,000,000 (the “PIPE Investment” and, such shares, the “PIPE Shares”), a portion of which is expected to be funded by GSAM Holdings LLC subject to GSAM Holdings LLC’s rights to syndicate prior to the Closing. (see Note 5). The PIPE Investment, including the syndication , The Subscription Agreements for the PIPE Investors (other than GSAM Holdings LLC, whose registration rights are governed by the Amended and Restated Registration Rights Agreement) provide for certain registration rights. In particular, the Company is required to, as soon as practicable but no later than 30 calendar days following the Closing Date, file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of such PIPE Shares. See Note 8 for additional details regarding the Closing of the Business Combination. Sponsor and Financing The Company’s sponsor is GS Sponsor II LLC, a The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on June 29, 2020. On June 30, 2020, the underwriters partially exercised their option to purchase additional Units (as defined below in Note 4 4 4 The Trust Account The proceeds held in the Trust Account are invested in a money market fund registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and meeting certain conditions under Rule 2a-7. Except with respect to dividends earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering and the Private Placement will not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Initial Business Combination or to redeem 100% of its public shares if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-Initial The balance in the Trust Account as of September 30, 2021 was $750,101,238, including $3,758 of accrued dividends. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount). The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public stockholders with the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets, after payment of deferred underwriting commissions, to be less than $5,000,001 following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share The Sponsor, Employee Participation LLC (as defined below in Note 5 5 In the event of a liquidation, dissolution or winding up of the Company after the |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2—Restatement of Previously Issued Financial Statements In April 2021 , s a The restated classification and reported values of the Warrants as accounted for under ASC 815 are included in the financial statements herein. In the process of re-evaluating its financial statements the Company also restated its financial statements to classify all Class A common stock as temporary equity and to record accretion on the shares of Class A common stock. The Company had previously classified 3,133,926 shares of its Class A common stock as permanent equity. Since the Company classified the Public Warrants as derivative liabilities, offering costs totaling $1,075,021 that were previously allocated to the reported amount of the Public Warrants are now reflected as an expense in the statement of operations for the three months and nine months ended September 30, 2020. Impact of the Restatement The impact of the restatement on the balance sheet, statements of operations and statement of cash flows for unaudited interim financial statements for the quarterly period ended September 30, 2020 is presented below. As of September 30, 2020 As Previously Restatement As Restated BALANCE SHEET Warrant liability $ — $ 59,344,241 $ 59,344,241 Total liabilities 27,002,221 59,344,241 86,346,462 Class A common stock subject to possible redemption 719,471,496 30,528,504 750,000,000 Class A common stock - $0.0001 par value 306 (306 ) — Additional paid-in capital 5,293,078 (5,293,078 ) — Accumulated deficit (295,255 ) (84,579,361 ) (84,874,616 ) Total stockholders’ equity 5,000,003 (89,872,745 ) (84,872,742 ) Three months ended September 30, 2020 Nine months ended September 30, 2020 As Previously Restatement As Restated As Previously Restatement As Restated STATEMENTS OF OPERATIONS General and administrative expenses $ (369,735 ) $ (1,075,022 ) $ (1,444,757 ) $ (428,397 ) $ (1,075,021 ) $ (1,503,418 ) Change in fair value of warrant liability — (30,806,877 ) (30,806,877 ) — (30,806,877 ) (30,806,877 ) Net loss (248,220 ) (31,881,899 ) (32,130,119 ) (294,620 ) (31,881,898 ) (32,176,518 ) Basic and diluted net loss per share, Class A $ (0.00 ) $ (0.35 ) $ (0.35 ) $ (0.01 ) $ (0.71 ) $ (0.72 ) Basic and diluted net loss per share, Class B $ (0.00 ) $ (0.35 ) $ (0.35 ) $ (0.01 ) $ (0.71 ) $ (0.72 ) Nine months ended September 30, 2020 As Previously Restatement As Restated STATEMENT OF CASH FLOWS Net loss $ (294,620 ) $ (31,881,898 ) $ (32,176,518 ) Change in fair value of warrant liability — 30,806,877 30,806,877 Issuance costs related to warrant liability — 1,075,021 1,075,021 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s restated Annual Report on Form 10-K/A Emerging Growth Company S non-emerging This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of ninety (90) days or less. As of September 30, 2021, the Company held deposits of $195,542 in a custodian account and the fund Redeemable Shares of Class A Common Stock As discussed in Note 1, all of the 75,000,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A Net Income Per Common Share Net income per share of common stock is computed by dividing net income by the weighted average number of common shares outstanding during the period. The Company applies the two-class wa did not As of September 30, 2021, the Company had outstanding warrants to purchase up to 27,250,000 shares of Class A common stock. The weighted average of these shares was excluded from the calculation of diluted net income per share of common stock since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the period. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Warrant Liability The Company accounts for the warrants in accordance with the guidance contained in A SC 5 4 7 Income Taxes The Company is taxed as a corporation for U.S. federal income tax purposes. As a corporation, for tax purposes, the Company is subject to U.S. federal and various state and local income taxes on its earnings. Prior to July 2020, the Company was included with The Goldman Sachs Group Inc. and subsidiaries (the “Group Inc.”) in the consolidated corporate federal income tax return as well as consolidated/combined state and local tax returns. The Company computed its tax liability on a modified separate company basis and will settle such liability with the Group Inc. pursuant to a tax sharing arrangement. To the extent the Company generates tax benefits from losses during such time that it is consolidated with the Group Inc., the amounts will be reimbursed by the Group Inc., pursuant to the tax sharing arrangement. The Company’s state and local tax liabilities are allocated to reflect its share of the consolidated/combined state and local income tax liability. Following changes in ownership starting July 2020, the Company deconsolidated from the Group Inc. for tax purposes and the tax sharing arrangement with the Group Inc. was terminated. As of July 2020, the Company filed separate corporate federal and state and local income tax returns. To the extent the Company generates tax losses after it ceases being consolidated with the Group Inc., tax benefits from losses will be accrued if it is more likely than not the losses may be carried forward and utilized against future expected profits. Income taxes are provided for using the assets and liabilities method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities. D The Company follows the asset and liability method of accounting for income taxes under Accounting Standards Codification 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Unrecognized Tax The Company recognizes tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no No Profits Interests Membership interests issued by the Sponsor as profits interests represent compensation to certain individuals for services the Company receives from these individuals through and following the closing of the Business Combination. Although the Company is not a direct party to the profits interests, it will attribute compensation expense equal to the fair value of these arrangements. See Note 5 for further details on profits interests. Subscription Agreements The Subscription Agreements (see Note 1) involve only physical settlement in a fixed number, it qualifies for equity classification under ASC 815, and, therefore, is not periodically remeasured to fair value. Backstop Agreement The Backstop Agreement (see Note 5 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Public Offering | Note 4 Upon the closing of the Public Offering, the Company sold 75,000,000 units at an offering price of $10.00 per unit (the “Units”) including 5,000,000 Units as a result of the underwriters’ partial exercise of their option to purchase additional Units. The Sponsor purchased an aggregate of 8,500,000 Private Placement Warrants (as defined below) at a price of $2.00 per Private Placement Warrant in a private placement that closed simultaneously with the closing of the Public Offering. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Public Warrant” and, collectively, the “Public Warrants”). One Public Warrant entitles the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Public Warrants and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Initial Business Combination and 12 months from the closing of the Public Offering and will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant 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 common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering (or $15,000,000) to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Underwriting Discount”) of 3.5% of the gross proceeds of the Public Offering (or $26,250,000) payable upon the Company’s completion of the Initial Business Combination. The Deferred Underwriting Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. The Deferred Underwriting Discount has been recorded as a current The Public Warrants issued as part of the Units are accounted for as liabilities as they contain terms and features that do not qualify for equity classification under ASC 815. The fair value of the Public Warrants at December 31, 2020 was a liability of $48,000,000. At September 30, 2021, the fair value was $40,123,125. The change in fair value of $7,876,875 is reflected in change in fair value of warrant liability. All of the 75,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require Class A 470-20, |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 Founder Shares In July 2018, the Sponsor purchased 575 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $5,000. On April 17, 2020, the Company conducted a 1:5000 stock split, resulting in the Sponsor holding 2,875,000 Founder Shares. Subsequently, on June 11, 2020, the Company conducted a 1:7 stock split, resulting in the Sponsor holding 20,125,000 Founder Shares, as well as increased the authorized shares of Class B common stock to 50,000,000. The unaudited condensed financial statements reflect the changes of these splits retroactively for all periods presented. On June 29, 2020, the Sponsor transferred 1,325,000 of its Founder Shares to GS Acquisition Holdings II Employee Participation LLC (“Employee Participation LLC”), an affiliate of the Sponsor. The 20,125,000 Founder Shares included an aggregate of up to 2,625,000 shares that were subject to forfeiture if the underwriters’ option to purchase additional shares was not exercised in full by the underwriters to maintain the number of Founder Shares equal to 20% of the outstanding shares upon completion of the Public Offering. Following the partial exercise of the option to purchase additional shares, 1,375,000 Founder Shares were forfeited on August 13, 2020, at no cost in order to maintain the number of Founder Shares of 18,750,000 equal to 20% of the outstanding shares of common stock, upon the completion of the Public Offering. As used herein, unless the context otherwise requires, Founder Shares shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering, except that: prior to the Initial Business Combination only holders of the Founder Shares have the right to vote on the election of the Company’s directors and holders of a majority of the outstanding shares of Class B common stock may remove members of the Company’s board of directors for any reason; the Founder Shares automatically convert into shares of Class A common stock at the time of the Initial Business Combination, or earlier at the option of the holder, on a one-for-one The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, and (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Vesting of the Founder Shares following the Business Combination is discussed in greater detail in Note 8. The Sponsor has purchased an aggregate of 8,500,000 private placement warrants at a price of $2.00 per whole warrant ($17,000,000 in the aggregate) in a private placement (the “Private Placement”) that closed concurrently with the closing of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment in certain circumstances, including upon the occurrence of certain reorganization events. A portion of proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Public Offering deposited in the Trust Account such that at the closing of the Public Offering, $750,000,000 was held in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account 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. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. Effective March 30, 2021, the Sponsor agreed not to transfer its Private Placement Warrants. The Private Placement Warrants are accounted for as liabilities as they contain terms and features that do not qualify for equity classification under ASC 815. The fair value of the Private Placement Warrants at December 31, 2020 was a liability of $23,676,615. At September 30, 2021, the fair value was $20,619,070. The change in fair value of $3,057,545 is reflected in change in fair value of warrant liability. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. The Sponsor issued an aggregate of 140,000 membership interests in the Sponsor as profits interests to the Company’s independent directors on August 13, 2020. The holders of these profits interests will have an indirect interest in certain founder shares held by the Sponsor. The profits interests are subject to service and performance vesting conditions, and do not fully vest until all of the applicable conditions are satisfied. In connection with the Business Combination Agreement, the Sponsor issued 8,100,000 membership interests in the Sponsor as profits interests to certain individuals affiliated with or expected to be affiliated with Mirion after the Business Combination. The holders of the profits interests will have an indirect interest in the Founder Shares held by the Sponsor. The profits interests are subject to service and performance vesting conditions, including the occurrence of the Closing, and do not fully vest until all of the applicable conditions are satisfied. In addition, the profits interests are subject to certain forfeiture conditions. There was no impact of compensation expense attribution for the three months and nine months ended September 30, 2021 and September 30, 2020. These profits interests will result in the recognition of compensation expense once the Business Combination is completed. Registration Rights The holders of Founder Shares and Private Placement Warrants are, and holders of warrants that may be issued upon conversion of working capital loans, if any, will be, entitled to registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement dated June 29, 2020. These holders are also entitled to certain piggyback registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In connection with the Initial Business Combination, the existing Registration Rights Agreement will be amended and restated. At the Closing, the Company will enter into the Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) with the Sponsor, GS Acquisition Holdings II Employee Participation LLC (“GS Employee Participation”), GSAM Holdings LLC and the Sellers (as defined in Note 8) (collectively, with each other person who has executed and delivered a joinder thereto, the “RRA Parties”), pursuant to which the RRA Parties will be entitled to registration rights in respect of certain shares of the Company’s Class A common stock and certain other equity securities of the Company that are held by the RRA Parties from time to time. In addition, the RRA Parties have certain “piggy-back” registration rights. The Amended and Restated Registration Rights Agreement includes customary indemnification and confidentiality provisions. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Amended and Restated Registration Rights Agreement. Subscription Agreements Concurrently with the execution of the Business Combination Agreement, the Company entered into a Subscription Agreement with GSAM Holdings LLC, pursuant to, and on the terms and subject to the conditions of which, GSAM Hold i The PIPE Investment, including the syndication, will be consummated substantially concurrently with Closing. See Note 8 for further details. Amended & Restated Sponsor Agreement In connection with the execution of the Business Combination Agreement, the Company amended and restated that letter agreement, dated June 29, 2020, by and among the Company, the Sponsor, GSAM Holdings LLC, GS Employee Participation (collectively, the “Insiders”), pursuant to which, among other things, the Insiders agreed (i) to vote any shares of the Company’s securities in favor of the Business Combination and other Business Combination proposals, (ii) not to redeem any shares of the Company’s Class A common stock or the Company’s Class B common stock, in connection with the optional stockholder redemption, and (iii) to certain transfer restrictions. Backstop Agreement In connection with the execution of the Business Combination Agreement, GSAM Holdings LLC and the Company have entered into a backstop agreement (the “Backstop Agreement”) pursuant to which GSAM Holdings LLC has committed to purchase from the Company up to 12,500,000 shares of the Company’s Class A common stock at a price per share equal to $10.00 immediately prior to (and contingent upon) the Closing, solely to the extent necessary to fund any valid redemptions by the Company’s stockholders that results in the amount by which $1,310,000,000 exceeds the Available Closing Cash being greater than zero dollars, contingent upon the terms and subject to the conditions set forth in the Backstop Agreement. See Note 8 for further details. Related Party Sponsor Note On April 17, 2020, an affiliate of the Sponsor agreed to loan the Company an aggregate amount of up to $300,000 to be used to pay a portion of the expenses related to the Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest On November 12, 2020, the Sponsor agreed to loan the Company up to an aggregate of $2,000,000 pursuant to the working capital note (the “Working Capital Note”). Any amounts borrowed under the Working Capital Note are non-interest bearing, unsecured and are due at the earlier of the date the Company is required to complete its Initial Business Combination pursuant to its amended and restated certificate of incorporation, as amended from time to time, and the closing of the Initial Business Combination. As of September 30, 2021, the Company borrowed $2,000,000 under the Working Capital Note. See Note 8 for further details. Administrative Support Agreement The Company has entered into an agreement to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon the earlier of the completion of the Initial Business Combination and the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred expenses of $30,000 and $90,000, respectively, under this agreement. Underwriting Commission The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering (or $15,000,000) to the underwriters at the closing of the Public Offering, of which $11,250,000 was paid to an affiliate of the Sponsor. The Deferred Underwriting Discount will become payable to the underwriters, solely in the event the Company completes the Initial Business Combination. The Company recorded the Deferred Underwriting Discount of $26,250,000 as a current Letter Agreement On August 12, 2021, the Sponsor and the Company entered into a letter agreement (the “Letter Agreement”) pursuant to which the Sponsor agreed that if the Business Combination does not close on or before July 2, 2022, or if before such date the Business Combination Agreement is terminated, it will pay any costs and expenses incurred by the Company (the “Additional Expenses”) in excess of any expenses that are paid (i) with the Company’s working capital or (ii) with funds borrowed by the Company under the Working Capital Note; provided that the maximum amount of Additional Expenses payable by the Sponsor shall not exceed $15,000,000. Any amounts paid by the Sponsor under the Letter Agreement are non- interest bearing and unsecured. As of September 30, 2021, the Sponsor has not paid any amounts under the Letter Agreement. See Note 8 for further details. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity | Note 6 Common Stock The authorized common stock of the Company includes up to shares of Class A common stock and shares of Class B common stock. Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021, there were no shares of preferred stock issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Basis for Fair Value Measurement Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). 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 by level within the fair value hierarchy: September 30, 2021 Quoted Prices in Significant Other Significant Other Assets: Money market funds held in Trust Account $ 750,097,480 $ 750,097,480 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 40,123,125 $ 40,123,125 $ — $ — Warrant Liability – Private Placement Warrants $ 20,619,070 $ — $ — $ 20,619,070 Description December 31, 2020 Quoted Prices in Significant Other Significant Other Assets: Money market funds held in Trust Account $ 750,063,158 $ 750,063,158 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 48,000,000 $ 48,000,000 $ — $ — Warrant Liability – Private Placement Warrants $ 23,676,615 $ — $ — $ 23,676,615 As of September 30, 2021, the fair value of Public Warrants issued in connection with the Pu b The estimated fair value of the Private Placement Warrants was determined using a Black-Scholes-Merton risk-free zero-coupon For the nine months period ended September 30, 2021 and September 30, 2020, the Company recognized an unrealized gain/(loss) resulting from a decrease/(increase) in the fair value of the warrant liability of respectively, which is presented in the statements of operations as change in fair value of warrant liability. The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of September 30, 2021 As of December 31, 2020 Stock price $ 10.22 $ 10.90 Strike Price $ 11.50 $ 11.50 Term (in years) 5.06 5.75 Volatility 29.80 % 28.30 % Risk-free interest rate 0.99 % 0.47 % Dividend yield 0.00 % 0.00 % Fair value $ 2.43 $ 2.79 The change in the fair value of the warrants measured with Level 3 inputs for the nine months ended September 30, 2021 is summarized as follows: Value of warrant liability measured with Level 3 inputs at December 31, 2020 $ 23,676,615 Change in fair value of warrant liability measured with Level 3 inputs (3,057,545 ) Transfer in/out — Value of warrant liability measured with Level 3 inputs at September 30, 2021 $ 20,619,070 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no other items which require adjustment or disclosure other than those disclosed below. On October 20, 2021 (the “Closing Date”), the Company consummated the Transactions contemplated by the Business Combination Agreement. In connection with the Business Combination, stockholders of the Company elected to redeem 14,628,610 of the Company’s issued and outstanding Class A common stock before giving effect to the Business Combination. The Backstop Agreement (see Note 5) was not exercised because the actual redemptions by the public stockholders did not result in Available Closing Cash being less than $1,310,000,000. As contemplated by the Business Combination Agreement, the Company became the corporate parent of Mirion TopCo. In order to implement a structure similar to that of an “Up-C,” the Company established a Delaware corporation, Mirion IntermediateCo, Inc. (“IntermediateCo”), as a subsidiary of the Company. A newly-formed subsidiary of IntermediateCo merged with and into Mirion TopCo with Mirion TopCo surviving as a wholly-owned subsidiary of IntermediateCo. The Company holds 100% of the voting shares of IntermediateCo Class A common stock, par value $0.0001 per share, and greater than 80% of the shares of IntermediateCo Class B common stock, par value $0.0001 per share (the “IntermediateCo Class B common stock”). The remainder of the shares of IntermediateCo Class B common stock were issued to certain Sellers as described below. The aggregate business combination consideration (the “Business Combination Consideration”) paid by the Company to the Sellers in connection with the consummation of the Business Combination was $1.3 billion in cash, 30,401,902 newly issued shares of Class A common stock and 8,560,540 newly issued shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, the “Common Stock”). The Sellers receiving shares of Class B common stock also received one share of IntermediateCo Class B common stock per share of Class B common stock as a paired interest (the “paired interests”). Each of the shares of Class A common stock and each paired interest were valued at $10.00 per share for purposes of determining the aggregate number of shares issued to the Sellers; the fair value of each of the shares and each paired interest issued to the Sellers on the closing date was $10.45 per share. The holders of the Founder Shares agreed to waive the anti-dilution adjustments provided for in the Company’s Amended and Restated Certificate of Incorporation, which were applicable to the Class B common stock. As a result of such waiver, the Founder Shares automatically converted into shares of Class A common stock on a basis upon the consummation of the Business Combination. The Founder Shares also became subject to vesting in three equal tranches, based on the volume-weighted average price of the Class A common stock being greater than or equal to (each, a “Founder Share Vesting Event”) per share for any consecutive trading day period. Vesting of the Founder Shares will be accelerated upon certain sale events based on the per share price of the Class A common stock in such sale event. Holders of the Founder Shares are entitled to vote such Founder Shares and receive dividends and other distributions with respect to such Founder Shares prior to vesting, but such dividends and other distributions with respect to unvested Founder Shares will be set aside by the Company and shall only be paid to the holders of the Founder Shares upon the vesting of such founder shares. The Founder Shares will be forfeited to the Company for no consideration if they fail to vest in accordance with their vesting terms within of the Closing Date. The PIPE Investment described in Note 1 was consummated substantially concurrently with the Closing. After giving effect to the Business Combination and the redemption of public shares, as of October 20, 2021 there were 199,523,292 shares of Class A common stock (including 18,750,000 Founder Shares), 8,560,540 shares of Class B common stock, 18,749,979 Public Warrants and 8,500,000 Private Placement Warrants issued and outstanding. Upon the Closing, the Company’s Class A common stock and the Company’s Public Warrants began trading on the New York Stock Exchange under the symbols “MIR” and “MIR WS,” respectively, and the Company’s public units automatically separated into their component securities and, as a result, no longer trade as a separate security and were delisted from the New York Stock Exchange. On the Closing Date, the Sponsor agreed to waive the Working Capital Note of $2,000,000 (see Note 5). The Letter Agreement (See Note 5) was not required to be exercised due to the consummation of the Business Combination. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s restated Annual Report on Form 10-K/A |
Emerging Growth Company | Emerging Growth Company S non-emerging This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of ninety (90) days or less. As of September 30, 2021, the Company held deposits of $195,542 in a custodian account and the fund |
Redeemable Shares of Class A Common Stock | Redeemable Shares of Class A Common Stock As discussed in Note 1, all of the 75,000,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A |
Net Income Per Common Share | Net Income Per Common Share Net income per share of common stock is computed by dividing net income by the weighted average number of common shares outstanding during the period. The Company applies the two-class wa did not As of September 30, 2021, the Company had outstanding warrants to purchase up to 27,250,000 shares of Class A common stock. The weighted average of these shares was excluded from the calculation of diluted net income per share of common stock since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the period. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Warrant Liability | Warrant Liability The Company accounts for the warrants in accordance with the guidance contained in A SC 5 4 7 |
Income Taxes | Income Taxes The Company is taxed as a corporation for U.S. federal income tax purposes. As a corporation, for tax purposes, the Company is subject to U.S. federal and various state and local income taxes on its earnings. Prior to July 2020, the Company was included with The Goldman Sachs Group Inc. and subsidiaries (the “Group Inc.”) in the consolidated corporate federal income tax return as well as consolidated/combined state and local tax returns. The Company computed its tax liability on a modified separate company basis and will settle such liability with the Group Inc. pursuant to a tax sharing arrangement. To the extent the Company generates tax benefits from losses during such time that it is consolidated with the Group Inc., the amounts will be reimbursed by the Group Inc., pursuant to the tax sharing arrangement. The Company’s state and local tax liabilities are allocated to reflect its share of the consolidated/combined state and local income tax liability. Following changes in ownership starting July 2020, the Company deconsolidated from the Group Inc. for tax purposes and the tax sharing arrangement with the Group Inc. was terminated. As of July 2020, the Company filed separate corporate federal and state and local income tax returns. To the extent the Company generates tax losses after it ceases being consolidated with the Group Inc., tax benefits from losses will be accrued if it is more likely than not the losses may be carried forward and utilized against future expected profits. Income taxes are provided for using the assets and liabilities method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities. |
Deferred Income Taxes | D The Company follows the asset and liability method of accounting for income taxes under Accounting Standards Codification 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Unrecognized Tax Benefits | Unrecognized Tax The Company recognizes tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no No |
Profits Interests | Profits Interests Membership interests issued by the Sponsor as profits interests represent compensation to certain individuals for services the Company receives from these individuals through and following the closing of the Business Combination. Although the Company is not a direct party to the profits interests, it will attribute compensation expense equal to the fair value of these arrangements. See Note 5 for further details on profits interests. |
Subscription Agreements | Subscription Agreements The Subscription Agreements (see Note 1) involve only physical settlement in a fixed number, it qualifies for equity classification under ASC 815, and, therefore, is not periodically remeasured to fair value. |
Backstop Agreement | Backstop Agreement The Backstop Agreement (see Note 5 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule Of Impact Of The Restatement ON The Financial Statements | The impact of the restatement on the balance sheet, statements of operations and statement of cash flows for unaudited interim financial statements for the quarterly period ended September 30, 2020 is presented below. As of September 30, 2020 As Previously Restatement As Restated BALANCE SHEET Warrant liability $ — $ 59,344,241 $ 59,344,241 Total liabilities 27,002,221 59,344,241 86,346,462 Class A common stock subject to possible redemption 719,471,496 30,528,504 750,000,000 Class A common stock - $0.0001 par value 306 (306 ) — Additional paid-in capital 5,293,078 (5,293,078 ) — Accumulated deficit (295,255 ) (84,579,361 ) (84,874,616 ) Total stockholders’ equity 5,000,003 (89,872,745 ) (84,872,742 ) Three months ended September 30, 2020 Nine months ended September 30, 2020 As Previously Restatement As Restated As Previously Restatement As Restated STATEMENTS OF OPERATIONS General and administrative expenses $ (369,735 ) $ (1,075,022 ) $ (1,444,757 ) $ (428,397 ) $ (1,075,021 ) $ (1,503,418 ) Change in fair value of warrant liability — (30,806,877 ) (30,806,877 ) — (30,806,877 ) (30,806,877 ) Net loss (248,220 ) (31,881,899 ) (32,130,119 ) (294,620 ) (31,881,898 ) (32,176,518 ) Basic and diluted net loss per share, Class A $ (0.00 ) $ (0.35 ) $ (0.35 ) $ (0.01 ) $ (0.71 ) $ (0.72 ) Basic and diluted net loss per share, Class B $ (0.00 ) $ (0.35 ) $ (0.35 ) $ (0.01 ) $ (0.71 ) $ (0.72 ) Nine months ended September 30, 2020 As Previously Restatement As Restated STATEMENT OF CASH FLOWS Net loss $ (294,620 ) $ (31,881,898 ) $ (32,176,518 ) Change in fair value of warrant liability — 30,806,877 30,806,877 Issuance costs related to warrant liability — 1,075,021 1,075,021 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Laibilities Measured At Fair Value | 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 by level within the fair value hierarchy: September 30, 2021 Quoted Prices in Significant Other Significant Other Assets: Money market funds held in Trust Account $ 750,097,480 $ 750,097,480 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 40,123,125 $ 40,123,125 $ — $ — Warrant Liability – Private Placement Warrants $ 20,619,070 $ — $ — $ 20,619,070 Description December 31, 2020 Quoted Prices in Significant Other Significant Other Assets: Money market funds held in Trust Account $ 750,063,158 $ 750,063,158 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 48,000,000 $ 48,000,000 $ — $ — Warrant Liability – Private Placement Warrants $ 23,676,615 $ — $ — $ 23,676,615 |
Summary Of Quantitative Information Regarding Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of September 30, 2021 As of December 31, 2020 Stock price $ 10.22 $ 10.90 Strike Price $ 11.50 $ 11.50 Term (in years) 5.06 5.75 Volatility 29.80 % 28.30 % Risk-free interest rate 0.99 % 0.47 % Dividend yield 0.00 % 0.00 % Fair value $ 2.43 $ 2.79 |
Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value | The change in the fair value of the warrants measured with Level 3 inputs for the nine months ended September 30, 2021 is summarized as follows: Value of warrant liability measured with Level 3 inputs at December 31, 2020 $ 23,676,615 Change in fair value of warrant liability measured with Level 3 inputs (3,057,545 ) Transfer in/out — Value of warrant liability measured with Level 3 inputs at September 30, 2021 $ 20,619,070 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jul. 02, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization And Business Operations [Line Items] | ||||
Deposit to trust account | $ 750,000,000 | |||
Percentage of public shares required to repurchase if business combination is not completed within specified period | 100.00% | |||
Balance in trust account | $ 750,101,238 | |||
Accrued dividends | $ 0 | $ 3,883 | ||
Percentage of fair market value to that of balance in the trust account | 80.00% | |||
Interest to pay dissolution expenses | $ 100,000 | |||
Period from closing of public offering to complete business combination | 24 months | |||
Cash | $ 195,542 | $ 383,246 | ||
Common Class A [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Shares issued during the period,shares | 75,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common Class B [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Mirion Technologies and the charter parties [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Business combination consideration transferred | $ 1,700,000,000 | |||
Mirion Technologies and the charter parties [Member] | Minimum Cash Condition [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Cash | 50,000,000 | |||
Mirion Technologies and the charter parties [Member] | Minimum Cash Condition [Member] | Common Class A [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Payments to acquire businesses gross | $ 1,310,000,000 | |||
Common stock, par value | $ 0.01 | |||
Mirion Technologies and the charter parties [Member] | Minimum Cash Condition [Member] | Common Class B [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Common stock, par value | $ 0.01 | |||
Subscription Agreement [Member] | PIPE Investors [Member] | Common Class A [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Business acquisition equity interest issued or issuable, number of shares | 90,000,000 | |||
Business acquisition, equity interest issued or issuable value assigned | $ 900,000,000 | |||
Asset Held in Trust [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Accrued dividends | $ 3,758 | |||
IPO [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Shares issued during the period,shares | 75,000,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Underwriter Option [Member] | IPO [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Shares issued during the period,shares | 5,000,000 | |||
Minimum [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Payments to acquire businesses gross | $ 5,000,001 | |||
Minimum [Member] | Mirion Technologies and the charter parties [Member] | Minimum Cash Condition [Member] | ||||
Organization And Business Operations [Line Items] | ||||
Payments to acquire businesses gross | $ 1,310,000,000 |
Restatement Of Previously Iss_3
Restatement Of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Offering cost | $ 0 | $ 1,075,021 |
Previously Reported [Member] | ||
Offering cost | $ 0 | |
Previously Reported [Member] | Common Class A [Member] | ||
Common stock, shares outstanding | 3,133,926 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule Of Impact Of The Restatement ON The Financial Statements (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Condensed Statement Of Balance Sheet [Abstract] | ||||||||||
Warrant liability | $ 60,742,195 | $ 60,742,195 | $ 71,676,615 | |||||||
Total liabilities | 99,502,777 | 99,502,777 | 99,267,042 | |||||||
Class A common stock subject to possible redemption | 750,000,000 | 750,000,000 | 750,000,000 | |||||||
Additional paid-in capital | 0 | 0 | 0 | |||||||
Accumulated deficit | (97,963,846) | (97,963,846) | (97,953,505) | |||||||
Total stockholders' equity/(deficit) | (97,961,972) | $ (84,872,742) | (97,961,972) | $ (84,872,742) | $ (96,937,948) | $ (88,269,282) | (97,951,631) | $ (42,035) | $ 4,364 | $ 4,364 |
Condensed Statement Of Operations [Abstract] | ||||||||||
General and administrative expenses | (2,876,849) | (1,444,757) | (11,631,971) | (1,503,418) | ||||||
Change in fair value of warrant liability | 1,701,854 | (30,806,877) | 10,934,420 | (30,806,877) | ||||||
Net loss | (1,024,024) | (32,130,119) | (10,341) | (32,176,518) | ||||||
Condensed Statement Of Cash Flows [Abstract] | ||||||||||
Net loss | (10,341) | (32,176,518) | ||||||||
Change in fair value of warrant liability | (1,701,854) | $ 30,806,877 | (10,934,420) | 30,806,877 | ||||||
Issuance costs related to warrant liability | 0 | $ 1,075,021 | ||||||||
Common Class A [Member] | ||||||||||
Condensed Statement Of Balance Sheet [Abstract] | ||||||||||
Class A common stock - $0.0001 par value | $ 0 | $ 0 | 0 | |||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
Basic and diluted net loss per share | $ (0.01) | $ (0.35) | $ 0 | $ (0.72) | ||||||
Common Class B [Member] | ||||||||||
Condensed Statement Of Balance Sheet [Abstract] | ||||||||||
Class A common stock - $0.0001 par value | $ 1,874 | $ 1,874 | $ 1,874 | |||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
Basic and diluted net loss per share | $ (0.01) | $ (0.35) | $ 0 | $ (0.72) | ||||||
As Previously Reported | ||||||||||
Condensed Statement Of Balance Sheet [Abstract] | ||||||||||
Warrant liability | $ 0 | $ 0 | ||||||||
Total liabilities | 27,002,221 | 27,002,221 | ||||||||
Class A common stock subject to possible redemption | 719,471,496 | 719,471,496 | ||||||||
Additional paid-in capital | 5,293,078 | 5,293,078 | ||||||||
Accumulated deficit | (295,255) | (295,255) | ||||||||
Total stockholders' equity/(deficit) | 5,000,003 | 5,000,003 | ||||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
General and administrative expenses | (369,735) | (428,397) | ||||||||
Change in fair value of warrant liability | 0 | 0 | ||||||||
Net loss | (248,220) | (294,620) | ||||||||
Condensed Statement Of Cash Flows [Abstract] | ||||||||||
Net loss | (294,620) | |||||||||
Change in fair value of warrant liability | 0 | 0 | ||||||||
Issuance costs related to warrant liability | 0 | |||||||||
As Previously Reported | Common Class A [Member] | ||||||||||
Condensed Statement Of Balance Sheet [Abstract] | ||||||||||
Class A common stock - $0.0001 par value | $ 306 | $ 306 | ||||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
Basic and diluted net loss per share | $ 0 | $ (0.01) | ||||||||
As Previously Reported | Common Class B [Member] | ||||||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
Basic and diluted net loss per share | $ 0 | $ (0.01) | ||||||||
Restatement Adjustment | ||||||||||
Condensed Statement Of Balance Sheet [Abstract] | ||||||||||
Warrant liability | $ 59,344,241 | $ 59,344,241 | ||||||||
Total liabilities | 59,344,241 | 59,344,241 | ||||||||
Class A common stock subject to possible redemption | 30,528,504 | 30,528,504 | ||||||||
Additional paid-in capital | (5,293,078) | (5,293,078) | ||||||||
Accumulated deficit | (84,579,361) | (84,579,361) | ||||||||
Total stockholders' equity/(deficit) | (89,872,745) | (89,872,745) | ||||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
General and administrative expenses | (1,075,022) | (1,075,021) | ||||||||
Change in fair value of warrant liability | (30,806,877) | (30,806,877) | ||||||||
Net loss | (31,881,899) | (31,881,898) | ||||||||
Condensed Statement Of Cash Flows [Abstract] | ||||||||||
Net loss | (31,881,898) | |||||||||
Change in fair value of warrant liability | 30,806,877 | 30,806,877 | ||||||||
Issuance costs related to warrant liability | 1,075,021 | |||||||||
Restatement Adjustment | Common Class A [Member] | ||||||||||
Condensed Statement Of Balance Sheet [Abstract] | ||||||||||
Class A common stock - $0.0001 par value | $ (306) | $ (306) | ||||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
Basic and diluted net loss per share | $ (0.35) | $ (0.71) | ||||||||
Restatement Adjustment | Common Class B [Member] | ||||||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
Basic and diluted net loss per share | $ (0.35) | $ (0.71) | ||||||||
As Restated | ||||||||||
Condensed Statement Of Balance Sheet [Abstract] | ||||||||||
Warrant liability | $ 59,344,241 | $ 59,344,241 | ||||||||
Total liabilities | 86,346,462 | 86,346,462 | ||||||||
Class A common stock subject to possible redemption | 750,000,000 | 750,000,000 | ||||||||
Additional paid-in capital | 0 | 0 | ||||||||
Accumulated deficit | (84,874,616) | (84,874,616) | ||||||||
Total stockholders' equity/(deficit) | (84,872,742) | (84,872,742) | ||||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
General and administrative expenses | (1,444,757) | (1,503,418) | ||||||||
Change in fair value of warrant liability | (30,806,877) | (30,806,877) | ||||||||
Net loss | (32,130,119) | (32,176,518) | ||||||||
Condensed Statement Of Cash Flows [Abstract] | ||||||||||
Net loss | (32,176,518) | |||||||||
Change in fair value of warrant liability | 30,806,877 | 30,806,877 | ||||||||
Issuance costs related to warrant liability | 1,075,021 | |||||||||
As Restated | Common Class A [Member] | ||||||||||
Condensed Statement Of Balance Sheet [Abstract] | ||||||||||
Class A common stock - $0.0001 par value | $ 0 | $ 0 | ||||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
Basic and diluted net loss per share | $ (0.35) | $ (0.72) | ||||||||
As Restated | Common Class B [Member] | ||||||||||
Condensed Statement Of Operations [Abstract] | ||||||||||
Basic and diluted net loss per share | $ (0.35) | $ (0.72) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule Of Impact Of The Restatement ON The Financial Statements (Parenthetical) (Detail) - Common Class A [Member] - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Restatement Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock, Par or Stated Value Per Share | 0.0001 | ||
As Restated | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Summary Of Significant Accounting Policy [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Compensation Expense | 0 |
Goldman Sachs Financial Square Treasury Investments Fund [Member] | |
Summary Of Significant Accounting Policy [Line Items] | |
Deposits held | 750,097,480 |
Custodian Bank [Member] | |
Summary Of Significant Accounting Policy [Line Items] | |
Deposits held | $ 195,542 |
Common Class A [Member] | |
Summary Of Significant Accounting Policy [Line Items] | |
Class A common stock issued, Shares | shares | 75,000,000 |
Conversion of warrants to Class A common shares | shares | 27,250,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Period from closing of public offering for exercise of warrants | 12 months | ||||
Payment of underwriters discounts | $ 0 | $ 15,000,000 | |||
Additional fee payable on gross proceed | $ 0 | 0 | $ 26,250,000 | ||
Warrant Liability Public Warrants | 40,123,125 | 40,123,125 | $ 48,000,000 | ||
Change in fair value of warrant liability | $ (1,701,854) | $ 30,806,877 | (10,934,420) | $ 30,806,877 | |
Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Change in fair value of warrant liability | $ 7,876,875 | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A common stock subject to possible redemption | 75,000,000 | 75,000,000 | 75,000,000 | ||
IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant exercisable, term | 90 days | ||||
Warrant redemption price per share | $ 0.10 | $ 0.10 | |||
Warrant redemption stock price trigger | $ 10 | ||||
IPO [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant redemption period | 30 days | ||||
IPO [Member] | Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | 75,000,000 | 75,000,000 | |||
Offering price | $ 10 | $ 10 | |||
Warrant exercise price per share | 11.50 | 11.50 | |||
Common stock, par value | 0.0001 | $ 0.0001 | |||
Warrant exercisable, term | 30 days | ||||
Warrant expiration, term | 5 years | ||||
Warrant redemption price per share | $ 0.01 | $ 0.01 | |||
Warrant redemption stock price trigger | $ 18 | ||||
Warrant redemption threshold trading days | 20 days | ||||
Warrant redemption threshold consecutive trading days | 30 days | ||||
IPO [Member] | Common Class A [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant redemption period | 30 days | ||||
Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants purchased by sponsor | 8,500,000 | 8,500,000 | |||
Warrant exercise price per share | $ 2 | $ 2 | |||
Public Offering [Member] | |||||
Class of Stock [Line Items] | |||||
Percentage of underwriting commission on gross proceeds | 2.00% | ||||
Payment of underwriters discounts | $ 15,000,000 | ||||
Percentage of additional fee payable on gross proceed | 3.50% | ||||
Additional fee payable on gross proceed | $ 26,250,000 | $ 26,250,000 | |||
Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Option Exercise Underwriters | 5,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Aug. 12, 2021 | Nov. 12, 2020 | Aug. 13, 2020 | Jul. 02, 2020 | Jun. 11, 2020 | May 28, 2020 | Apr. 17, 2020 | Jul. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||||||
Description of founder shares rights | to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, and (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Vesting of the Founder Shares following the Business Combination is discussed in greater detail in Note 8. | |||||||||||
Founder shares be transferred, assigned or sold, last sale price of Class A common stock equals or exceeds | $ 12 | |||||||||||
Proceeds from public offering deposited in the trust account | $ 0 | $ 0 | $ 750,063,158 | |||||||||
Proceeds from promissory note | 0 | $ 300,000 | ||||||||||
Payment to affiliate of the Sponsor per month | 10,000 | 10,000 | ||||||||||
Repayment of notes to affiliate | 0 | $ 300,000 | ||||||||||
Related Party Transaction, Amounts of Transaction | $ 2,000,000 | |||||||||||
Working Capital Note | $ 2,000,000 | $ 2,000,000 | 0 | |||||||||
Transfer of membership interests to certain individuals | 8,100,000 | |||||||||||
Underwriting commission as a percentage of proceeds from initial public offer | 2.00% | |||||||||||
Payment of underwriting commission | $ 15,000,000 | |||||||||||
Deferred underwriting discount payable | 0 | $ 0 | 26,250,000 | |||||||||
Warrant liabilities | 20,619,070 | 20,619,070 | $ 23,676,615 | |||||||||
Fair value, liability, recurring basis, still held, unrealized gain (loss) | 3,057,545 | |||||||||||
Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Deferred underwriting discount payable | $ 26,250,000 | $ 26,250,000 | ||||||||||
Director [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Transfer of membership interests to related parties | 140,000 | |||||||||||
Agreement To Pay Cost And Expenses [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cut off date for the consummation of business combination | Jul. 2, 2022 | |||||||||||
Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants purchased by sponsor | 8,500,000 | 8,500,000 | ||||||||||
Warrant exercise price per share | $ 2 | $ 2 | ||||||||||
Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period, value, new issues | $ 50,000,000 | |||||||||||
Common stock, shares outstanding | 18,750,000 | 18,750,000 | 18,750,000 | 18,750,000 | ||||||||
Common Class A [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued to director on appointment | 75,000,000 | |||||||||||
Common Class A [Member] | Backstop Agreement [Member] | Goldman Sachs Asset Management [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction | 12,500,000 | |||||||||||
Sale of stock, price per share | $ 10 | $ 10 | ||||||||||
Threshold amount for calculating cash shortfall | $ 1,310,000,000 | $ 1,310,000,000 | ||||||||||
GSAM [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Founder Shares are subject to forfeiture | 1,375,000 | 2,625,000 | ||||||||||
GSAM [Member] | Senior Notes [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sponsor Note, face amount | $ 300,000 | |||||||||||
Proceeds from promissory note | $ 300,000 | |||||||||||
GSAM [Member] | Common Class B [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued to director on appointment | 575 | |||||||||||
Stock issued during period, value, new issues | $ 5,000 | |||||||||||
Stock split ratio | 1:5000 | |||||||||||
Stock issued during period, Stock split | 20,125,000 | 2,875,000 | 20,125,000 | |||||||||
Percentage of founder shares | 20.00% | 20.00% | ||||||||||
Sale of stock, number of shares issued in transaction | 1,325,000 | |||||||||||
GS DC Sponsor I LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares in each unit | 1 | |||||||||||
Proceeds from public offering deposited in the trust account | $ 750,000,000 | $ 750,000,000 | ||||||||||
GS DC Sponsor I LLC [Member] | Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period, value, new issues | $ 17,000,000 | |||||||||||
Warrants purchased by sponsor | 8,500,000 | 8,500,000 | ||||||||||
Share price | $ 2 | $ 2 | ||||||||||
Warrant exercise price per share | $ 11.50 | $ 11.50 | ||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Repayment of notes to affiliate | $ 300,000 | |||||||||||
Sponsor [Member] | Agreement To Pay Cost And Expenses [Member] | Maximum [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | $ 15,000,000 | |||||||||||
Administrative Support Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction expenses | $ 30,000 | $ 90,000 | ||||||||||
Goldman Sachs Asset Management [Member] | Common Class A [Member] | Subscription Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction | 20,000,000 | |||||||||||
Sale of stock, consideration received on transaction | $ 200,000,000 | |||||||||||
Affiliate Of The Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payment of underwriting commission | 11,250,000 | |||||||||||
Deferred underwriting discount payable | $ 19,687,500 | $ 19,687,500 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Aug. 13, 2020 | |
Equity [Line Items] | |||
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] | |||
Equity [Line Items] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Shares subject to possible redemption, classified outside of permanent equity | 75,000,000 | ||
Warrants Issued | 18,750,000 | ||
Common Class A [Member] | Shares Subject To Possible Redemption [Member] | |||
Equity [Line Items] | |||
Common stock, shares issued | 75,000,000 | ||
Common stock, shares outstanding | 75,000,000 | ||
Common Class B [Member] | |||
Equity [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, shares issued | 18,750,000 | 18,750,000 | |
Common stock, shares outstanding | 18,750,000 | 18,750,000 | 18,750,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Assets And Laibilities Measured At Fair Value (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Money market funds held in Trust Account | $ 0 | $ 750,063,158 |
Liabilities: | ||
Warrant Liability – Public Warrants | 40,123,125 | 48,000,000 |
Fair Value, Recurring [Member] | ||
Assets: | ||
Money market funds held in Trust Account | 750,097,480 | 750,063,158 |
Liabilities: | ||
Warrant Liability – Public Warrants | 40,123,125 | 48,000,000 |
Warrant Liability – Private Placement Warrants | 20,619,070 | 23,676,615 |
Fair Value, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Money market funds held in Trust Account | 750,097,480 | 750,063,158 |
Liabilities: | ||
Warrant Liability – Public Warrants | 40,123,125 | 48,000,000 |
Warrant Liability – Private Placement Warrants | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Money market funds held in Trust Account | 0 | 0 |
Liabilities: | ||
Warrant Liability – Public Warrants | 0 | 0 |
Warrant Liability – Private Placement Warrants | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Money market funds held in Trust Account | 0 | 0 |
Liabilities: | ||
Warrant Liability – Public Warrants | 0 | 0 |
Warrant Liability – Private Placement Warrants | $ 20,619,070 | $ 23,676,615 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Measurement Input, Share Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stock price | $ 10.22 | $ 10.90 |
Measurement Input, Exercise Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Strike Price | $ 11.50 | $ 11.50 |
Measurement Input, Expected Term [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Term (in years) | 5 years 21 days | 5 years 9 months |
Measurement Input, Price Volatility [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Volatility | 29.80% | 28.30% |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Risk-free interest rate | 0.99% | 0.47% |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Measurement Input Expected Fair Value Of Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | $ 2.43 | $ 2.79 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Value of warrant liability measured with Level 3 inputs at December 31, 2020 | $ 23,676,615 | |||
Change in fair value of warrant liability measured with Level 3 inputs | $ (1,701,854) | $ 30,806,877 | (10,934,420) | $ 30,806,877 |
Value of warrant liability measured with Level 3 inputs at September 30, 2021 | 20,619,070 | 20,619,070 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Value of warrant liability measured with Level 3 inputs at December 31, 2020 | 23,676,615 | |||
Change in fair value of warrant liability measured with Level 3 inputs | (3,057,545) | |||
Transfer in/out | 0 | |||
Value of warrant liability measured with Level 3 inputs at September 30, 2021 | $ 20,619,070 | $ 20,619,070 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Decrease in fair value of warrant liabilities | $ 1,701,854 | $ (30,806,877) | $ 10,934,420 | $ (30,806,877) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 20, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 13, 2020 |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash consideration | $ 1,300,000,000 | |||
Number of trading days for determining the value per share | 20 days | |||
Number of consecutive trading days for determining the value per share | 30 days | |||
Threshold period for vesting of shares within closing date | 5 years | |||
Working capital loan forgiven | $ 2,000,000 | |||
Subsequent Event [Member] | Private Placement Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right outstanding | 8,500,000 | |||
Subsequent Event [Member] | Public Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right outstanding | 18,749,979 | |||
Subsequent Event [Member] | Founder Share Vesting Event [Member] | Vesting Period One [Member] | ||||
Subsequent Event [Line Items] | ||||
Volume weighted average price per share | $ 12 | |||
Subsequent Event [Member] | Founder Share Vesting Event [Member] | Vesting Period Two [Member] | ||||
Subsequent Event [Line Items] | ||||
Volume weighted average price per share | 14 | |||
Subsequent Event [Member] | Founder Share Vesting Event [Member] | Vesting Period Three [Member] | ||||
Subsequent Event [Line Items] | ||||
Volume weighted average price per share | 16 | |||
Intermediate Co [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Business acquisition share price | $ 10 | |||
Business acquisition equity interest issued or issuable, number of shares | 1,310,000,000 | |||
IntermediateCo Class A common stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
IntermediateCo Class B common stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | 0.0001 | |||
Class A Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Stock redeemed or called during period, shares | 14,628,610 | |||
Percentage of common stock outstanding shares redeemed during period | 19.50% | |||
Common stock shares, outstanding | 199,523,292 | |||
Class A Common Stock [Member] | Subsequent Event [Member] | Founder Shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares, outstanding | 18,750,000 | |||
Class A Common Stock [Member] | Subsequent Event [Member] | Upon Consummation Of Business Combination [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of founder shares converted into common stock | 18,750,000 | |||
Common stock conversion basis | one-for-one | |||
Class A Common Stock [Member] | Intermediate Co [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of voting shares | 100.00% | |||
Business acquisition equity interest issued or issuable, number of shares | 30,401,902 | |||
Class B Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock shares, outstanding | 18,750,000 | 18,750,000 | 18,750,000 | |
Class B Common Stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Common stock shares, outstanding | 8,560,540 | |||
Class B Common Stock [Member] | Intermediate Co [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Business acquisition share price | $ 10.45 | |||
Business acquisition equity interest issued or issuable, number of shares | 8,560,540 | |||
Class B Common Stock [Member] | Intermediate Co [Member] | Subsequent Event [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of voting shares | 80.00% |