Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Yucaipa Acquisition Corp | |
Entity Central Index Key | 0001815302 | |
Entity File Number | 001-39422 | |
Entity Tax Identification Number | 98-1541929 | |
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 | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Entity Address, Address Line One | 9130 West Sunset Boulevard | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90069 | |
City Area Code | 310 | |
Local Phone Number | 228-2894 | |
Ordinary Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | YAC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Ordinary Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one third of one redeemable warrant | |
Trading Symbol | YAC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | YAC WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 471,107 | $ 1,041,923 |
Prepaid expenses | 199,500 | 243,466 |
Total current assets | 670,607 | 1,285,389 |
Investments held in Trust Account | 345,033,580 | 345,023,329 |
Total assets | 345,704,187 | 346,308,718 |
Current liabilities: | ||
Accounts payable | 380,823 | 111,025 |
Accrued expenses | 3,154,581 | 53,539 |
Total current liabilities | 3,535,404 | 164,564 |
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Derivative liabilities | 24,864,010 | 27,885,970 |
Total liabilities | 40,474,414 | 40,125,534 |
Commitments and Contingencies (Note 5) | ||
Class A ordinary shares, $0.0001 par value; 30,022,977 and 30,118,318 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively | 300,229,770 | 301,183,180 |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 17,001,928 | 16,048,527 |
Accumulated deficit | (12,003,235) | (11,049,823) |
Total shareholders' equity | 5,000,003 | 5,000,004 |
Total Liabilities and Shareholders' Equity | 345,704,187 | 346,308,718 |
Ordinary Class A [Member] | ||
Shareholders' Equity: | ||
Common stock | 448 | 438 |
Ordinary Class B [Member] | ||
Shareholders' Equity: | ||
Common stock | $ 862 | $ 862 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Ordinary Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,477,023 | 4,381,682 |
Common stock, shares outstanding | 4,477,023 | 4,381,682 |
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity redemption price per share | $ 10 | $ 10 |
Common stock shares subject to possible redemption | 30,022,977 | 30,118,318 |
Ordinary 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 | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 13,829 | $ 2,524,031 | $ 3,925,622 |
Administrative expenses - related party | 30,000 | 60,000 | |
Loss from operations | (13,829) | (2,554,031) | (3,985,622) |
Interest income earned on investments held in Trust Account | 5,153 | 10,250 | |
Change in fair value of derivative liabilities | 1,272,460 | 3,021,960 | |
Net loss | $ (13,829) | $ (1,276,418) | $ (953,412) |
Ordinary Class A [Member] | |||
Basic and diluted weighted average shares outstanding | 34,500,000 | 34,500,000 | |
Basic and diluted net loss per share | $ 0 | $ 0 | |
Ordinary Class B [Member] | |||
Net loss | $ (10,250) | ||
Basic and diluted weighted average shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
Basic and diluted net loss per share | $ 0 | $ (0.15) | $ (0.11) |
Condensed Statements of Changes
Condensed Statements of Changes In Shareholders' Equity - USD ($) | Total | Ordinary Class B [Member] | Ordinary Share [Member]Ordinary Class A [Member] | Ordinary Share [Member]Ordinary Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member} |
Beginning Balance at Jun. 03, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance, shares at Jun. 03, 2020 | 0 | 0 | ||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 863 | 24,137 | |||
Issuance of Class B ordinary shares to Sponsor, Share | 8,625,000 | |||||
Net income (loss) | (13,829) | (13,829) | ||||
Ending Balance at Jun. 30, 2020 | 11,171 | $ 0 | $ 863 | 24,137 | (13,829) | |
Ending Balance, shares at Jun. 30, 2020 | 0 | 8,625,000 | ||||
Beginning Balance at Dec. 31, 2020 | 5,000,004 | $ 438 | $ 862 | 16,048,527 | (11,049,823) | |
Beginning Balance, shares at Dec. 31, 2020 | 4,381,682 | 8,625,000 | ||||
Change in value of Class A ordinary shares subject to possible redemption | (323,000) | $ (3) | (322,997) | |||
Change in value of Class A ordinary shares subject to possible redemption (Shares) | (32,300) | |||||
Net income (loss) | 323,006 | 323,006 | ||||
Ending Balance at Mar. 31, 2021 | 5,000,010 | $ 435 | $ 862 | 15,725,530 | (10,726,817) | |
Ending Balance, shares at Mar. 31, 2021 | 4,349,382 | 8,625,000 | ||||
Beginning Balance at Dec. 31, 2020 | 5,000,004 | $ 438 | $ 862 | 16,048,527 | (11,049,823) | |
Beginning Balance, shares at Dec. 31, 2020 | 4,381,682 | 8,625,000 | ||||
Net income (loss) | (953,412) | $ (10,250) | ||||
Ending Balance at Jun. 30, 2021 | 5,000,003 | $ 448 | $ 862 | 17,001,928 | (12,003,235) | |
Ending Balance, shares at Jun. 30, 2021 | 4,477,023 | 8,625,000 | ||||
Beginning Balance at Mar. 31, 2021 | 5,000,010 | $ 435 | $ 862 | 15,725,530 | (10,726,817) | |
Beginning Balance, shares at Mar. 31, 2021 | 4,349,382 | 8,625,000 | ||||
Change in value of Class A ordinary shares subject to possible redemption | 1,276,411 | $ 13 | 1,276,398 | |||
Change in value of Class A ordinary shares subject to possible redemption (Shares) | 127,641 | |||||
Net income (loss) | (1,276,418) | (1,276,418) | ||||
Ending Balance at Jun. 30, 2021 | $ 5,000,003 | $ 448 | $ 862 | $ 17,001,928 | $ (12,003,235) | |
Ending Balance, shares at Jun. 30, 2021 | 4,477,023 | 8,625,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (13,829) | $ (1,276,418) | $ (953,412) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of derivative liabilities | (1,272,460) | (3,021,960) | |
Interest income earned on investments held in Trust Account | (10,250) | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | 13,829 | 43,966 | |
Accounts payable | 269,798 | ||
Accrued expenses | 3,101,042 | ||
Net cash used in operating activities | (570,816) | ||
Net change in cash | (570,816) | ||
Cash—beginning of the period | 1,041,923 | ||
Cash—end of the period | $ 471,107 | 471,107 | |
Supplemental disclosure of noncash investing and financing activities: | |||
Deferred offering costs included in accounts payable | 23,450 | ||
Deferred offering costs included in accrued expenses | 91,250 | ||
Deferred offering costs included in note payable—related party | 52,250 | ||
Ordinary Class A [Member] | |||
Supplemental disclosure of noncash investing and financing activities: | |||
Change in value of Class A ordinary shares subject to possible redemption | (953,410) | ||
Ordinary Class B [Member] | |||
Cash Flows from Operating Activities: | |||
Net loss | $ (10,250) | ||
Supplemental disclosure of noncash investing and financing activities: | |||
Prepaid Expenses By The Sponsor In Exchange For Issuance Of Ordinary Shares | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Yucaipa Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on June 4, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from June 4, 2020 (inception) through June 30, 2021 relates to the Company’s formation and the preparation of the initial public offering (“Initial Public Offering”) described below, and since the initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Yucaipa Acquisition Manager, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 3, 2020. On August 6, 2020, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, inclusive of approximately $12.1 million in deferred underwriting commissions (Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement in August 2020, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company entered into a forward purchase agreement with the Company’s sponsor, which provides for the purchase of up to $50.0 million of units, with each unit consisting of one Class A ordinary share (the “forward purchase shares”) and one-third The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the Investment Company Act”). The Company will provide the holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will be adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or August 6, 2022 (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On June 10, 2021, the Company entered into a Business Combination Agreement as amended on July 9, 2021 (see Note 9) The Business Combination Agreement provides for, among other things, the following transactions on the closing date, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement: • the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub as the surviving company in the merger (the “Surviving Company”), and each issued and outstanding Class A ordinary share, par value of $0.0001 per share, of the Company (the “Yucaipa Class A Shares”) and Class B ordinary share, par value of $0.0001 per share, of the Company (the “Yucaipa Class B Shares” and, together with the Yucaipa Class A Shares, the “Yucaipa Shares”) will be exchanged for a claim for a corresponding equity security in Merger Sub, which will be contributed as a contribution in kind to TopCo in exchange for one ordinary share of TopCo (such ordinary shares, the “TopCo Ordinary Shares”) (provided that the 8,565,000 Yucaipa Class B Shares held by Sponsor will entitle Sponsor to a claim for equity security in Merger Sub, which upon contribution in kind to TopCo, will be exchanged for 9,815,000 TopCo Ordinary Shares); each outstanding warrant to acquire ordinary shares of the Company will become a warrant to acquire an equal number of TopCo Ordinary Shares; • immediately thereafter, TopCo will issue TopCo Ordinary Shares, deemed under the Agreement to have an aggregate value of $2,462 million, to the shareholders of SSU’s capital stock immediately prior to the Closing in exchange for the contribution by such shareholders of all of the paid up shares • immediately after giving effect to the Exchange, TopCo will change its legal form to a Dutch public limited liability company; and • SSU will consummate the acquisition of Mapil TopCo Limited, a private company limited by shares incorporated in England and Wales (“ Wiggle Wiggle Acquisition Wiggle SPA per TopCo Share), and (ii) within ten “Business Days” (as such term is defined in the Wiggle SPA) following the post-closing lock-up period described therein, TopCo will pay, or will cause to be paid to the sellersunder the Wiggle SPA, the Wiggle Deferred Cash Consideration (as defined in the Wiggle SPA). The obligation of the Company, TopCo, SSU, Merger Sub and SISH to consummate the Proposed Business Combination is subject to certain closing conditions, including, among others: (i) the registration statement on Form F-4 becoming Rule 3a51-1(g)(1) of The proposed transaction is further described in the Company’s Current Report on Form 8-K 8-K Liquidity and Capital Resources At June 30, 2021, the Company had approximately 471,000 The Company’s liquidity needs up to June 30, 2021 had been satisfied through the payment of $25,000 from the Sponsor to cover certain expenses of the Company’s behalf in exchange for the issuance of the Founder Shares (as defined below), and a loan of approximately $102,000 pursuant to the Note issued to the Sponsor (Note 4) which was fully repaid on August 7, 2020. Subsequent to the Initial Public Offering on August 6, 2020 and through June 30, 2021, the Company’s liquidity needs had been satisfied with the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these condensed 2014-15, condensed |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, 10-K, Use of Estimates The preparation of the condensed financial statements in conformity with U.S. 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 condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage limits of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of June 30, 2021 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities money market funds. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement and units committed to be issued under the Forward Purchase Agreement as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the instruments as liabilities at fair value and adjusts the instruments to fair value at the end of each reporting period. The liabilities are subject to re-measurement The fair value of the Public Warrants and Forward Purchase Agreement issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants and Forward Purchase Agreement have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilit ies Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the derivative liabilities are expensed as incurred, presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, an aggregate of 30,022,977 and 30,118,318 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Net Income Per Ordinary Share The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per Class A ordinary shares subject to redemption in a manner similar to the two-class The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and as the exercise price of the warrants are in excess of the average ordinary share price for the period and as such would not be exercised. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For The Three Months 1 For the Six Months Ended For Class A ordinary shares Numerator: Net gain from investments held in Trust Account $ 5,153 $ 10,250 $ — Net income attributable to Class A ordinary shares $ 5,153 $ 10,250 $ — Denominator: Weighted average shares outstanding of Class A ordinary shares , basic and diluted 34,500,000 34,500,000 — Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 $ — Class B ordinary shares Numerator: Net loss $ (1,276,418 ) $ (953,412 ) $ (13,829 ) Less: Net (income) attributable to Class A (5,153 ) (10,250 ) — Net loss attributable to Class B ordinary shares $ (1,281,571 ) $ (963,662 ) $ (13,829 ) Denominator: Weighted average shares outstanding of Class B ordinary shares, basic and diluted 8,625,000 8,625,000 8,625,000 Basic and diluted net loss per share, Class B ordinary shares $ (0.15 ) $ (0.11 ) $ (0.00 ) Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On August 6, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units (the “Units”), including the 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.6 million, inclusive of approximately $12.1 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-third |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On June 13, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to the Forward Purchase Agreement. On August 6, 2020, the underwriters fully exercised the over-allotment option; thus, these Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering in August 2020, the Company consummated the private placement (“Private Placement”) of 5,933,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On June 12, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company has agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. During the three and six months ended June 30, 2021, the Company incurred $30,000 and $60,000, respectively, in expenses for these services which is included as administrative expenses – related party on the accompanying unaudited condensed statements of operations. As of June 30, 2021 and December 31, 2020, no amounts were due to the related party. Forward Purchase Agreement In connection with the consummation of the Initial Public Offering, the Company entered into the Forward Purchase Agreement, which was subsequently amended in connection with the execution of the Business Combination Agreement (as described in Note 1). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments & Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed upon consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Pursuant to the Forward Purchase Agreement, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Sponsor or its assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides that these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of $0.20 per Public Share, or approximately $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | Note 6—Warrant Liabilities As of June 30, 2021, the Company has 11,500,000 and 5,933,333 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a The warrants have an exercise price of $11.50 per whole share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided • if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 -trading • the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7 — Shareholders’ Equity Preference shares Class A Ordinary Shares Class B Ordinary Shares— Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including the Forward Purchase Shares, but not the Forward Purchase Warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 by level within the fair value hierarchy: June 30, 2021 Description Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury securities money market funds $ 345,033,580 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants 15,410,000 — — Derivative warrant liabilities - Private warrants — — 7,950,670 Forward purchase securities — — 1,503,340 December 31, 2020 Description Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury securities money market funds $ 345,023,329 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants 16,445,000 — — Derivative warrant liabilities - Private warrants 8,662,670 Forward purchase securities — — 2,778,300 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2020, when the Public Warrants were separately listed and traded. There were no transfers to/from Level 1, 2 or 3 in the three and six months ended June 30, 2021. The fair value of the Public Warrants and Forward Purchase Agreement issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants and Forward Purchase Agreement have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, beginning in September 2020. The estimated fair value of the Private Placement Warrants and the FPS is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of June 30, 2021 As of December 31, 2020 Warrants: Option term (in years) 5.0 5.0 Volatility 21 % 22 % Risk-free interest rate 0.87 % 0.36 % Expected dividends 0.00 % 0.00 % Stock price $ 9.87 $ 10.10 As of June 30, 2021 Forward purchase securities: Expected term 0.3 Risk-free interest rate 0.05 % Stock price $ 1.34 - $9.87 The change in the fair value of the derivative liabilities measured with Level 3 inputs for the three and six months ended June 30, 2021 is summarized as follows: Level 3- $ 11,440,970 Change in fair value of private warrant liabilities and forward purchase securities liability (1,404,500 ) Level 3 -Private warrant liabilities and forward purchase securities liability at March 31, 2021 $ 10,036,470 Change in fair value of private warrant liabilities and forward purchase securities liability (582,460 ) Level 3 -Private warrant liabilities and forward purchase securities liability at June 30, 2021 $ 9,454,010 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date unaudited condensed financial statements were issued. Based on this evaluation, the Company identified the following subsequent event for disclosure. On July 2, 2021, TopCo submitted a Registration Statement on Form F-4 to On July 9, 2021, the Company, SSU and SISH entered into the First Amendment to the Business Combination Agreement (“Amendment No. 1 to Business Combination Agreement”), pursuant to which, among other things, the parties thereto have agreed to (i) reduce the number of TopCo Ordinary Shares to which the Sponsor will ultimately be entitled with respect to its Class B ordinary shares of the Company from 9,875,000 TopCo Ordinary Shares to 9,815,000 TopCo Ordinary Shares (“TopCo Ordinary Share Adjustment”), and (ii) include SSU’s transaction expenses as a reduction in the cash held in the Company’s trust account as of the closing of the Business Combination for purposes of calculating the “Minimum Available Cash Condition” (as defined in the Business Combination Agreement), in each case, on the terms and subject to the conditions set forth therein. Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, SSU, TopCo and certain individuals party thereto (the “Insiders”) entered into a letter agreement (the “Sponsor Agreement”). In connection with Amendment No. 1 to Business Combination Agreement, on July 9, 2021, the Company, the Sponsor, SSU, TopCo and the Insiders entered into the Sponsor Agreement Amendment ( “Amendment No. 1 to Sponsor Agreement”), pursuant to which, among other things, the parties have agreed to waive anti-dilution protections set forth in the Company’s governing documents in excess of 9,815,000 TopCo Ordinary Shares, rather than in excess of 9,875,000 TopCo Ordinary Shares, in alignment with the TopCo Ordinary Share Adjustment included in Amendment No. 1 to Business Combination Agreement. For more information, the Company filed a Current Report on Form 8-K |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, 10-K, |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. 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 condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation Coverage limits of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of June 30, 2021 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities money market funds. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2021 and December 31, 2020. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement and units committed to be issued under the Forward Purchase Agreement as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the instruments as liabilities at fair value and adjusts the instruments to fair value at the end of each reporting period. The liabilities are subject to re-measurement |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the derivative liabilities are expensed as incurred, presented as non-operating non-current |
Class A Ordinary Shares Subject To Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, an aggregate of 30,022,977 and 30,118,318 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per Class A ordinary shares subject to redemption in a manner similar to the two-class The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and as the exercise price of the warrants are in excess of the average ordinary share price for the period and as such would not be exercised. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For The Three Months 1 For the Six Months Ended For Class A ordinary shares Numerator: Net gain from investments held in Trust Account $ 5,153 $ 10,250 $ — Net income attributable to Class A ordinary shares $ 5,153 $ 10,250 $ — Denominator: Weighted average shares outstanding of Class A ordinary shares , basic and diluted 34,500,000 34,500,000 — Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 $ — Class B ordinary shares Numerator: Net loss $ (1,276,418 ) $ (953,412 ) $ (13,829 ) Less: Net (income) attributable to Class A (5,153 ) (10,250 ) — Net loss attributable to Class B ordinary shares $ (1,281,571 ) $ (963,662 ) $ (13,829 ) Denominator: Weighted average shares outstanding of Class B ordinary shares, basic and diluted 8,625,000 8,625,000 8,625,000 Basic and diluted net loss per share, Class B ordinary shares $ (0.15 ) $ (0.11 ) $ (0.00 ) |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Table) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For The Three Months 1 For the Six Months Ended For Class A ordinary shares Numerator: Net gain from investments held in Trust Account $ 5,153 $ 10,250 $ — Net income attributable to Class A ordinary shares $ 5,153 $ 10,250 $ — Denominator: Weighted average shares outstanding of Class A ordinary shares , basic and diluted 34,500,000 34,500,000 — Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 $ — Class B ordinary shares Numerator: Net loss $ (1,276,418 ) $ (953,412 ) $ (13,829 ) Less: Net (income) attributable to Class A (5,153 ) (10,250 ) — Net loss attributable to Class B ordinary shares $ (1,281,571 ) $ (963,662 ) $ (13,829 ) Denominator: Weighted average shares outstanding of Class B ordinary shares, basic and diluted 8,625,000 8,625,000 8,625,000 Basic and diluted net loss per share, Class B ordinary shares $ (0.15 ) $ (0.11 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 by level within the fair value hierarchy: June 30, 2021 Description Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury securities money market funds $ 345,033,580 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants 15,410,000 — — Derivative warrant liabilities - Private warrants — — 7,950,670 Forward purchase securities — — 1,503,340 December 31, 2020 Description Quoted Prices in Significant Other Significant Other Assets: U.S. Treasury securities money market funds $ 345,023,329 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants 16,445,000 — — Derivative warrant liabilities - Private warrants 8,662,670 Forward purchase securities — — 2,778,300 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of June 30, 2021 As of December 31, 2020 Warrants: Option term (in years) 5.0 5.0 Volatility 21 % 22 % Risk-free interest rate 0.87 % 0.36 % Expected dividends 0.00 % 0.00 % Stock price $ 9.87 $ 10.10 As of June 30, 2021 Forward purchase securities: Expected term 0.3 Risk-free interest rate 0.05 % Stock price $ 1.34 - $9.87 |
Summary of change in the fair value of derivative warrant liabilities | The change in the fair value of the derivative liabilities measured with Level 3 inputs for the three and six months ended June 30, 2021 is summarized as follows: Level 3- $ 11,440,970 Change in fair value of private warrant liabilities and forward purchase securities liability (1,404,500 ) Level 3 -Private warrant liabilities and forward purchase securities liability at March 31, 2021 $ 10,036,470 Change in fair value of private warrant liabilities and forward purchase securities liability (582,460 ) Level 3 -Private warrant liabilities and forward purchase securities liability at June 30, 2021 $ 9,454,010 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jul. 09, 2021 | Jun. 30, 2021 | Aug. 31, 2020 | Aug. 06, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Date of incorporation | Jun. 30, 2020 | |||||
Payment to acquire short term restricted investments | $ 345,000,000 | |||||
Sale of stock issue price per share | $ 10 | $ 10 | $ 10 | |||
Restricted investments maturity | 185 days | |||||
Percentage of shares issued that can be transferred with no restriction | 15.00% | |||||
Dissolution Expenses | $ 100,000 | |||||
Per share value of assets available for distribution on liquidation | $ 10 | |||||
Cash | $ 471,107 | $ 471,107 | $ 1,041,923 | |||
Net Working Capital | $ 2,900,000 | |||||
Reimbursement For Expenses | $ 25,000 | |||||
Percent of public shares redeem if business combination not completed in combination period | 100.00% | 100.00% | ||||
Period within which business combination shall be consummated from the closure of initial public offer | 24 months | |||||
Sale of Trust Assets to Pay Expenses | $ 100,000 | |||||
Common stock value subscriptions | $ 50 | $ 50 | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | ||||
Class of warrant, exercise price | $ 11.50 | |||||
Public Warrants [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||
Class of warrant, exercise price | $ 11.50 | $ 11.50 | $ 11.50 | |||
Sponsor [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Proceeds from notes payable short term | $ 102,000 | |||||
Percentage of Ownership in Investment Company Post Business Combination [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||
Minimum [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Initial business combination as a percentage of assets held in trust account excluding taxes payable and deferred underwriting commision | 80.00% | |||||
Minimum net tangible assets needed post business combination for consumating business combination | $ 5,000,001 | |||||
Subsequent Event [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Business Acquisition, Date of acquisition agreement | Jul. 9, 2021 | |||||
Subsequent Event [Member] | Wiggle Acquisition [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Share price | $ 10 | |||||
Number of business days following lock expiry date shall have to pay deferred cash consideration | 10 days | |||||
Subsequent Event [Member] | Business Combination Agreement [Member] | Topco Ordinary Shares [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Business acquisition,number of shares issued as consideration | 9,815,000 | |||||
Business acquisition,equity interest issued or issuable aggregate value | $ 2,462,000,000 | |||||
Subsequent Event [Member] | Subscription Agreement [Member] | PIPE Financing [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Sale of stock issue price per share | $ 10 | |||||
Number of ordinary shares subscribed | 30,200,000 | |||||
Proceeds from issuance of ordinary shares | $ 302,000,000 | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Minimum net tangible assets needed post business combination for consumating business combination | $ 5,000,001 | |||||
Yucaipa Class A Ordinary Shares [Member] | Subsequent Event [Member] | Business Combination Agreement [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Number of ordinary shares subscribed | 8,565,000 | |||||
Common stock, par value | $ 0.0001 | |||||
IPO [Member] | Class A Common Stock And Public Warrants [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Stock shares issued during the period | 34,500,000 | |||||
Proceeds from initial public offer | $ 345,000,000 | |||||
Payment of stock issuance costs | 19,600,000 | |||||
Deferred underwriting commission | $ 12,100,000 | |||||
IPO and Over-Allotment Option [Member] | Class A Common Stock And Public Warrants [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Sale of stock issue price per share | $ 10 | |||||
Over-Allotment Option [Member] | Class A Common Stock And Public Warrants [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Stock shares issued during the period | 4,500,000 | |||||
Private Placement [Member] | Private Placement Warrant [Member] | ||||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | ||||||
Warrants issued during the period | 5,933,333 | |||||
Warrants issued price per warrant | $ 1.50 | |||||
Proceeds from warrants issued | $ 8,900,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Line Items] | ||
Cash federal depository insurance coverage | $ 250,000 | |
Cash equivalents | $ 0 | $ 0 |
Restricted investments term | 185 days | |
Unrecognized tax benefits | $ 0 | 0 |
Accued interest and penalties on unrecognized tax benefits | $ 0 | $ 0 |
Ordinary Class A [Member] | ||
Significant Accounting Policies [Line Items] | ||
Common stock shares subject to possible redemption | 30,022,977 | 30,118,318 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Basic And Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | |
Numerator: | |||||
Less: Net (income) attributable to Class A ordinary shares | $ (13,829) | $ (1,276,418) | $ 323,006 | $ (953,412) | |
Common Class A [Member] | |||||
Numerator: | |||||
Net gain from investments held in Trust Account | $ 5,153 | 10,250 | |||
Net income attributable to ordinary shares | $ 5,153 | $ 10,250 | |||
Denominator: | |||||
Basic and diluted weighted average shares outstanding | 34,500,000 | 34,500,000 | 34,500,000 | ||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | ||
Common Class B [Member] | |||||
Numerator: | |||||
Net income attributable to ordinary shares | (13,829) | $ (1,281,571) | $ (963,662) | ||
Net loss | $ (13,829) | (1,276,418) | (953,412) | ||
Less: Net (income) attributable to Class A ordinary shares | $ (5,153) | $ (10,250) | |||
Denominator: | |||||
Basic and diluted weighted average shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | |
Basic and diluted net loss per share | $ 0 | $ (0.15) | $ (0.15) | $ (0.11) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 06, 2020 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||
Sale of stock issue price per share | $ 10 | $ 10 |
Number of shares entitlement per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Number of shares entitlement per warrant | 1 | |
Exercise price of warrants | $ 11.50 | $ 11.50 |
Class A Common Stock And Public Warrants [Member] | IPO [Member] | ||
Class of Stock [Line Items] | ||
Stock shares issued during the period | 34,500,000 | |
Proceeds from initial public offer | $ 345 | |
Payment of stock issuance costs | 19.6 | |
Deferred underwriting commission | $ 12.1 | |
Class A Common Stock And Public Warrants [Member] | Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Stock shares issued during the period | 4,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Aug. 07, 2020USD ($) | Aug. 06, 2020USD ($)$ / sharesshares | Jun. 13, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2021USD ($)tradingdays$ / shares | Dec. 31, 2020USD ($)$ / shares | Jun. 12, 2020USD ($) |
Related Party Transactions [Line Items] | ||||||||
Offering costs for an aggregate price | $ | $ 25,000 | |||||||
Percentage of ownership held by initial shareholders | 20.00% | |||||||
Class of warrant, exercise price | $ / shares | $ 11.50 | |||||||
Sponsor [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Offering costs for an aggregate price | $ | $ 25,000 | |||||||
Proceeds from notes payable short term | $ | $ 102,000 | |||||||
Sponsor [Member] | Accrued Expenses Current [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Due to related party current | $ | $ 0 | $ 0 | $ 0 | |||||
Sponsor [Member] | General and Administrative Expense [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
General and adminstrative expenses related party transactions | $ | 60,000 | 30,000 | ||||||
Related Party Loans [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Working Capital Loans | $ | $ 1,500,000 | $ 1,500,000 | ||||||
Convertible price for warrants | $ / shares | $ 1.50 | $ 1.50 | ||||||
Related Party Loans [Member] | Sponsor [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Debt face amount | $ | $ 300,000 | |||||||
Working capital loans outstanding | $ | $ 0 | $ 0 | $ 0 | |||||
Office space, secretarial and administrative services [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Related party transaction, amounts of transaction | $ | $ 10,000 | |||||||
Public Warrants [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | |||||||
Class of warrant, exercise price | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | |||||||
Share Price More Than Or Equals To USD Eighteen [Member] | Public Warrants [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 150 days | |||||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | |||||||
Share Price More Than Or Equals To USD Eighteen [Member] | Public Warrants [Member] | Minimum [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | |||||||
Common Stock [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Share Price | $ / shares | 9.20 | $ 9.20 | ||||||
Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Share Price | $ / shares | 18 | 18 | ||||||
Ordinary Class A [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Common stock, par value | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Ordinary Class A [Member] | Public Warrants [Member] | Minimum [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 10 | |||||||
Ordinary Class A [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Share Price | $ / shares | 18 | $ 18 | ||||||
Ordinary Class A [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | Public Warrants [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Share Price | $ / shares | 18 | $ 18 | ||||||
Ordinary Class A [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | Public Warrants [Member] | Minimum [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | |||||||
Ordinary Class A [Member] | Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Share Price | $ / shares | 12 | $ 12 | ||||||
Ordinary Class B [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Stock shares issued during the period | shares | 8,625,000 | |||||||
Ordinary Class B [Member] | Sponsor [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Stock shares issued during the period | shares | 8,625,000 | |||||||
Ordinary Class B [Member] | Common Stock [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Offering costs for an aggregate price | $ | $ 863 | |||||||
Stock shares issued during the period | shares | 8,625,000 | |||||||
Ordinary Class B [Member] | Shares Subject to Forfeiture [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Stock shares issued during the period | shares | 1,125,000 | |||||||
Private Placement [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Warrants issued during the period | shares | 5,933,333 | |||||||
Warrants issued price per warrant | $ / shares | $ 1.50 | |||||||
Proceeds from warrants issued | $ | $ 8,900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ / shares in Units, $ in Millions | Aug. 06, 2020USD ($)$ / sharesshares |
Overallotment Option Vesting Period | 45 days |
Underwriting Discount Paid Per Unit | $ / shares | $ 0.20 |
Underwriting Expense Paid | $ | $ 6.9 |
Deferred Underwriting Commission Per Unit | $ / shares | $ 0.35 |
Deferred Underwriting Commission | $ | $ 12.1 |
Class A Common Stock And Units [Member] | Over-Allotment Option [Member] | |
Stock shares issued during the period | shares | 4,500,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2021tradingdays$ / sharesshares | Aug. 06, 2020$ / shares | |
Class of Warrant or Right [Line Items] | ||
Class of warrant, exercise price | $ 11.50 | |
Common Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $ 9.20 | |
Common Stock [Member] | Share Price Less Than Or Equals To USD Nine Point Two Zero [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | 9.20 | |
Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | 18 | |
Common Stock [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $ 10 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 11,500,000 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | |
Class of warrant, exercise price | $ 11.50 | $ 11.50 |
Warrants outstanding | shares | 5,933,333 | |
Public Warrants [Member] | Share Price Less Than Or Equals To USD Nine Point Two Zero [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, redemption price adjustment percentage | 115.00% | |
Public Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | |
Class of warrant or right, redemption price | $ 0.01 | |
Class of warrant or right, minimum notice period for redemption | 30 days | |
Public Warrants [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, redemption price adjustment percentage | 180.00% | |
Class of warrant or right, redemption price | $ 0.10 | |
Class of warrant or right, minimum notice period for redemption | 30 days | |
Public Warrants [Member] | Maximum [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | |
Public Warrants [Member] | Minimum [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | |
Common Class A [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $ 18 | |
Common Class A [Member] | Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $ 12 | |
Common Class A [Member] | Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, exercisable ratio | 0.361 | |
Common Class A [Member] | Public Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $ 18 | |
Common Class A [Member] | Public Warrants [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share Price | $ 10 | |
Common Class A [Member] | Public Warrants [Member] | Maximum [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | |
Common Class A [Member] | Public Warrants [Member] | Maximum [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 30 | |
Common Class A [Member] | Public Warrants [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 10 | |
Common Class A [Member] | Public Warrants [Member] | Minimum [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 | |
Common Class A [Member] | Public Warrants [Member] | Minimum [Member] | Share Price More Than USD Ten Less Than USD Eighteen [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive trading days | tradingdays | 20 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 13, 2020 | Jun. 30, 2020 | Jun. 30, 2021 |
Class of Stock [Line Items] | |||||
Percentage of ownership held by initial shareholders | 20.00% | ||||
Common stock, threshold percentage on conversion of shares | 20.00% | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Ordinary Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Temporary equity shares outstanding | 30,118,318 | 30,022,977 | |||
Ordinary Class A [Member] | Common Stock [Member] | IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Stock shares issued during the period | 34,500,000 | 34,500,000 | |||
Ordinary Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Stock issued during period shares | 8,625,000 | ||||
Ordinary Class B [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during period shares | 8,625,000 | ||||
Ordinary Class B [Member] | Shares Subject to Forfeiture [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during period shares | 1,125,000 | ||||
Stock shares issued during the period | 1,125,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Liabilities | ||
Forward purchase agreement | $ 0 | $ 0 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities | ||
Derivative warrant liabilities | 15,410,000 | 16,445,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Warrants [Member] | ||
Liabilities | ||
Derivative warrant liabilities | 0 | |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury securities money market funds [Member] | ||
Assets | ||
U.S. Treasury securities money market funds | 345,033,580 | 345,023,329 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities | ||
Forward purchase agreement | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities | ||
Derivative warrant liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Private Warrants [Member] | ||
Liabilities | ||
Derivative warrant liabilities | 0 | |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury securities money market funds [Member] | ||
Assets | ||
U.S. Treasury securities money market funds | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities | ||
Forward purchase agreement | 1,503,340 | 2,778,300 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities | ||
Derivative warrant liabilities | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | ||
Liabilities | ||
Derivative warrant liabilities | 7,950,670 | 8,662,670 |
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury securities money market funds [Member] | ||
Assets | ||
U.S. Treasury securities money market funds | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) - Fair Value, Inputs, Level 3 [Member] | Jun. 30, 2021yr | Dec. 31, 2020yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.3 | |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0005 | |
Minimum [Member] | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.34 | |
Maximum [Member] | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.87 | |
Warrant [Member] | Option term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 |
Warrant [Member] | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 21 | 22 |
Warrant [Member] | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.87 | 0.36 |
Warrant [Member] | Expected dividends | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Warrant [Member] | Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.87 | 10.10 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Level 3- Derivative liabilities at June 4, 2020 (inception) | $ 10,036,470 | $ 11,440,970 |
Change in fair value of derivative warrant liabilities and forward purchase agreement | (582,460) | (1,404,500) |
Level 3 -Derivative liabilities at December 31, 2020 | $ 9,454,010 | $ 10,036,470 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] | Jul. 09, 2021shares |
Subsequent Event [Line Items] | |
Business Acquisition, Date of acquisition agreement | Jul. 9, 2021 |
Amendment No.1 to Business Combination Agreement [Member] | |
Subsequent Event [Line Items] | |
Business acquisition,number of shares issued as consideration | 9,875,000 |
Business acquisition,reduction of number of shares issued as consideration | 9,815,000 |
Amendment No.1 To Sponsor Agreement [Member] | |
Subsequent Event [Line Items] | |
Business acquisition ,parties agreed to waive anti dilution protections in the governing documents excess of ordinary shares | 9,815,000 |
Business acquisition ,parties agreed to waive anti dilution protections in the governing documents excess of ordinary shares rather than issued ordinary shares | 9,875,000 |