Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39474 | |
Entity Incorporation, State or Country Code | KY | |
Document Period End Date | Jun. 30, 2021 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Burgundy Technology Acquisition Corp | |
Entity Central Index Key | 0001815526 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | PO Box 1093 | |
Entity Address, Address Line Two | Boundary Hall, Cricket Square | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1102 | |
City Area Code | 345 | |
Local Phone Number | 945-7099 | |
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant | ||
Document Information [Line Items] | ||
Trading Symbol | BTAQU | |
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Trading Symbol | BTAQ | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 35,562,500 | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | ||
Document Information [Line Items] | ||
Trading Symbol | BTAQW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 721,796 | $ 974,815 |
Prepaid expenses | 77,080 | 136,636 |
Total current assets | 798,876 | 1,111,451 |
Investments held in Trust Account | 346,747,069 | 346,736,767 |
Total assets | 347,545,945 | 347,848,218 |
Current liabilities: | ||
Accounts payable | 300,636 | 9,352 |
Accrued expenses | 130,000 | 80,000 |
Total current liabilities | 430,636 | 89,352 |
Derivative warrant liabilities | 17,080,940 | 34,081,880 |
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Total liabilities | 29,586,576 | 46,246,232 |
Commitments and Contingencies | ||
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 4,528,367 | 20,885,583 |
Retained earnings /(accumulated deficit) | 470,335 | (15,887,048) |
Total shareholders' equity | 5,000,007 | 5,000,003 |
Total Liabilities and Shareholders' Equity | 347,545,945 | 347,848,218 |
Class A ordinary shares | ||
Shareholders' Equity: | ||
Common Shares Value Issued | 442 | 605 |
Total shareholders' equity | 442 | 605 |
Class A common stock subject to possible redemption | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 31,140,235 and 29,512,635 shares subject to possible redemption at $10.05 per share as of June 30, 2021 and December 31, 2020, respectively | 312,959,362 | 296,601,983 |
Class B ordinary shares | ||
Shareholders' Equity: | ||
Common Shares Value Issued | 863 | 863 |
Total shareholders' equity | $ 863 | $ 863 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A ordinary shares | ||
Common stock shares subject to possible redemption | 31,140,235 | 29,512,635 |
Common Stock, Par Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 200,000,000 | |
Class A common stock subject to possible redemption | ||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares subject to possible redemption | 31,140,235 | 29,512,635 |
Temporary equity redemption price per share | $ 10.05 | $ 10.05 |
Class A common stock not subject to possible redemption | ||
Common Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 4,422,265 | 6,049,865 |
Common Stock, Shares, Outstanding | 4,422,265 | 6,049,865 |
Class B ordinary shares | ||
Common Stock, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 8,625,000 | 8,625,000 |
Common Stock, Shares, Outstanding | 8,625,000 | 8,625,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Operating expenses: | ||
General and administrative expenses | $ 446,883 | $ 653,859 |
Loss from operations | (446,883) | (653,859) |
Other income: | ||
Change in fair value of derivative warrant liabilities | 2,311,560 | 17,000,940 |
Investment income from the Trust Account | 5,180 | 10,302 |
Total other income | 2,316,740 | 17,011,242 |
Net income | $ 1,869,857 | $ 16,357,383 |
Class A ordinary shares | ||
Other income: | ||
Weighted average ordinary shares outstanding, basic and diluted | 35,562,500 | 35,562,500 |
Basic and diluted net income per ordinary share | $ 0 | $ 0 |
Class B ordinary shares | ||
Other income: | ||
Weighted average ordinary shares outstanding, basic and diluted | 8,625,000 | 8,625,000 |
Basic and diluted net income per ordinary share | $ 0.22 | $ 1.90 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Class A ordinary shares | Class B ordinary shares | Preferred Stock | Additional Paid-in Capital | Retained Earnings/ Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2020 | $ 605 | $ 863 | $ 0 | $ 20,885,583 | $ (15,887,048) | $ 5,000,003 |
Beginning balance (in shares) at Dec. 31, 2020 | 6,049,865 | 8,625,000 | 0 | |||
Class A ordinary shares subject to possible redemption | $ (144) | (14,487,382) | (14,487,526) | |||
Class A ordinary shares subject to possible redemption, shares | (1,441,545) | |||||
Net income | 14,487,526 | 14,487,526 | ||||
Ending balance at Mar. 31, 2021 | $ 461 | $ 863 | 6,398,201 | (1,399,522) | 5,000,003 | |
Ending balance (in shares) at Mar. 31, 2021 | 4,608,320 | 8,625,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 605 | $ 863 | $ 0 | 20,885,583 | (15,887,048) | 5,000,003 |
Beginning balance (in shares) at Dec. 31, 2020 | 6,049,865 | 8,625,000 | 0 | |||
Net income | 16,357,383 | |||||
Ending balance at Jun. 30, 2021 | $ 442 | $ 863 | $ 0 | 4,528,367 | 470,335 | 5,000,007 |
Ending balance (in shares) at Jun. 30, 2021 | 4,422,265 | 8,625,000 | 0 | |||
Beginning balance at Mar. 31, 2021 | $ 461 | $ 863 | 6,398,201 | (1,399,522) | 5,000,003 | |
Beginning balance (in shares) at Mar. 31, 2021 | 4,608,320 | 8,625,000 | ||||
Class A ordinary shares subject to possible redemption | $ (19) | 1,869,834 | (1,869,853) | |||
Class A ordinary shares subject to possible redemption, shares | (186,055) | |||||
Net income | 1,869,857 | 1,869,857 | ||||
Ending balance at Jun. 30, 2021 | $ 442 | $ 863 | $ 0 | $ 4,528,367 | $ 470,335 | $ 5,000,007 |
Ending balance (in shares) at Jun. 30, 2021 | 4,422,265 | 8,625,000 | 0 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | |||
Net income | $ 1,869,857 | $ 14,487,526 | $ 16,357,383 |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of derivative warrant liabilities | (2,311,560) | (17,000,940) | |
Investment income from the Trust Account | (5,180) | (10,302) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 59,556 | ||
Accounts payable | 291,284 | ||
Accrued expenses | 50,000 | ||
Net cash used in operating activities | (253,019) | ||
Net change in cash | (253,019) | ||
Cash - beginning of the period | $ 974,815 | 974,815 | |
Cash - end of the period | $ 721,796 | 721,796 | |
Supplemental disclosure of noncash investing and financing activities: | |||
Change in value of Class A ordinary shares subject to possible redemption | $ 16,357,379 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 — Description of Organization, Business Operations and Basis of Presentation Burgundy Technology 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”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. 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 its initial public offering (the “Initial Public Offering”) and since the closing of 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 will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company’s sponsor is Burgundy Technology Sponsor Limited, a Jersey private limited company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 26, 2020. On August 31, 2020, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million. The underwriters exercised the over-allotment option in full and on September 18, 2020 purchased an additional 4,500,000 units (the “Over-Allotment Units”), generating additional gross proceeds of $45.0 million (the “Over-Allotment”). The Company incurred offering costs of approximately $19.6 million, including approximately $12.1 million in deferred underwriting fees (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 950,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $9.5 million. The Company consummated a second closing (the “Second Closing”) of the Private Placement simultaneously with the closing of the Over-Allotment on September 18, 2020 for an additional 112,500 Private Placement Units to the Sponsor, generating gross proceeds to the Company of approximately $1.1 million (Note 4). Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, approximately $346.7 million ($10.05 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and was invested only in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of funds held in the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-Allotment and the sale of Private Placement Units, 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 net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the interest 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 outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders (the “Public Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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 at $10.05 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, 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, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting 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 reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company 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 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 or vote at all. 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. The Company has adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares, private placement shares (the “Private Placement Shares”) underlying the Private Placement Units and Public Shares in connection with the completion of a Business Combination. 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 Company’s Sponsor, 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 18 months from the closing of the Initial Public Offering, or February 28, 2022 (as such may be extended, 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 anticipates that it may not be able to consummate a Business Combination within 18 months, the Company may extend the Combination Period. In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account approximately $1.1 million ($0.033 per Public Share), on or prior to the date of the applicable deadline, for each monthly extension, up to an aggregate of approximately $6.8 million, or $0.198 per Public Share, if the Company effects extension for up to six months in aggregate. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders 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 the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.05 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 to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per Public Share due to reductions in the value of the trust assets. 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 (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021 or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K/A filed by the Company with the SEC on June 4, 2021. 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed 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. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern As of June 30, 2021, the Company had approximately $722,000 in its operating bank account and working capital of approximately $368,000. To date, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on the Company’s behalf in exchange for the issuance of the Founder Shares to the Sponsor (see Note 4), a loan of approximately $188,000 pursuant to a promissory note issued to the Sponsor and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the promissory note on September 3, 2020. 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). To date, there were no amounts outstanding under any Working Capital Loan. The Company’s management plans to continue its efforts to complete a Business Combination within 18 months of the closing of the Initial Public Offering, or February 28, 2022. The Company believes that the funds currently available to it outside of the Trust Account will be sufficient to allow it to operate until February 28, 2022; however, there can be no assurances that its estimate is accurate. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by February 28, 2022, then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 28, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and generally have a readily determinable fair value, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. 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 investment income from 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in the Trust Account. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value 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 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. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. The fair value of Public Warrants has since been measured by the trading price of the warrants which began to separately trade in October 2020. Fair Value of Financial Instruments As of June 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. As of June 30, 2021 and December 31, 2020, the Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs. 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 warrant liabilities were expensed as incurred, presented as non-operating expenses in the statement of operations within the period of the completion of the Initial Public Offering. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as a long-term liability due to the uncertain nature of the closing of a Business Combination and its encumbrance to the Trust Account. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including 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 the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 31,140,235 and 29,512,635 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, 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 at the end of each reporting period. The Company issued 17,250,000 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 531,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. Subsequent to when the warrants began separately trading, the fair value measurements were determined based on their trading price. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing model since these instruments do not have the early redemption feature. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 17,781,250 shares of the Company’s Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per ordinary share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the investment income from the Trust Account, net of applicable taxes, if any, available to be withdrawn from the Trust Account by the weighted average number of Class A ordinary shares outstanding for the period. Net income per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income for the period less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. For the Three Months For the Six Months Ended June 30, 2021 Ended June 30, 2021 Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income from investments held in Trust Account $ 5,180 $ 10,302 Less: Company's portion available to be withdrawn to pay taxes — — Net income attributable $ 5,180 $ 10,302 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 35,562,500 35,562,500 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income $ 1,869,857 $ 16,357,383 Net income allocable to Class A ordinary shares (5,180) (10,302) Net income attributable $ 1,864,677 $ 16,347,081 Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income per share, Class B ordinary shares $ 0.22 $ 1.90 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 unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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 | |
Initial Public Offering | Note 3 — Initial Public Offering On August 31, 2020, the Company consummated its Initial Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300.0 million. The underwriters exercised the over-allotment option in full and on September 18, 2020 purchased an additional 4,500,000 Over-Allotment Units, generating additional gross proceeds of $45.0 million. The Company incurred offering costs of approximately $19.6 million, including approximately $12.1 million in deferred underwriting fees. Each Unit consists of one Class A ordinary share, and one |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On June 12, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On August 25, 2020, the Sponsor surrendered 2,875,000 Founder Shares, resulting in an aggregate of 8,625,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any units in the Initial Public Offering) after the Initial Public Offering. On September 18, 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 of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Units Simultaneously with the closing of the Initial Public Offering and the Over-Allotment on August 31, 2020 and September 18, 2020, the Company consummated the Private Placement of 950,000 Private Placement Units and 112,500 Private Placement Units at a price of $10.00 per Private Placement Unit, respectively, generating total gross proceeds of approximately $10.6 million in total. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants (as defined below) and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable or salable until 30 days after the completion of the initial Business Combination. Each whole private placement warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Units and the underlying securities will expire worthless. 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 Units 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 bearing and payable upon the completion of the Initial Public Offering. The Company had borrowed approximately $188,000 under the Note. The Company repaid the Note in full on September 3, 2020. 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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 lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. To date, the Company had no outstanding borrowings under the Working Capital Loans. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to six times, each by an additional month (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account approximately $1.1 million ($0.033 per Public Share), on or prior to the date of the applicable deadline, for each monthly extension, up to an aggregate of approximately $6.8 million, or $0.198 per Public Share, if the Company effects extension for up to six months in aggregate. Any such payment would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, and units that may be issued upon conversion of Working Capital Loans (and in each case holders of their component securities and any permitted transferees, as applicable) are entitled to registration rights to require the Company to register a sale of any of its securities held by them pursuant to the registration rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised their over-allotment option on September 18, 2020. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering and the Over-Allotment. In addition, $0.35 per unit, 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. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Warrant Liabilities | |
Derivative Warrant Liabilities | Note 6 — Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, the Company had 17,250,000 and 531,250 Public Warrants and Private Warrants outstanding, respectively. 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. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation 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 shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants are exercisable at $11.50 per whole share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (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 the initial Business Combination (such price, the “Market Value”) is below $9.20 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the placement warrants as described): ● 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, which we refer to as the 30-day redemption period; and ● if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. If the Company is unable to complete 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 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7 — Shareholders’ Equity Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in the amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Founder Shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate on an as-if-converted basis, 20% of the sum of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units (or their component securities) issued to the Sponsor or its affiliates upon conversion of loans made to the Company). 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 Measurements | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 346,741,889 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 16,215,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 865,940 December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 346,736,767 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 32,775,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 1,306,880 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There was no transfer between levels during the six months ended June, 30, 2021. Level 1 assets include investments in mutual funds invested in government securities and Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of Public Warrants issued in connection with the Initial Public Offering has been measured based on the listed market price of such warrants, a Level 1 measurement, since October 2020. The fair value of Private Warrants is calculated using the Black-Scholes Option Pricing model since these instruments do not have the early redemption feature. The Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in the fair value of derivative warrant liabilities of approximately $2.3 million and $17.0 million, for the three months and six months ended June 30, 2021, respectively. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black-Scholes Option Pricing Model 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 yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, 2021 December 31, 2020 Volatility 22 % 23-29 % Share price $ 9.85 $ 10.41 Risk-free rate 0.95 % 0.43 % Dividend yield 0.0 % 0.0 % Expected life (years) 5.0 5.5 The change in the fair value of the derivative warrant liabilities measured using Level 3 inputs for the period for the six months ended June 30, 2021 is summarized as follows: Warrant liabilities - Level 3, December 31, 2020 $ 1,306,880 Change in fair value of warrant liabilities - Level 3 (440,940) Warrant liabilities - Level 3, June 30, 2021 $ 865,940 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the unaudited condensed financial statements were available for issuance. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and generally have a readily determinable fair value, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. 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 investment income from 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in the Trust Account. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value | Fair Value 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 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. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing Model since these instruments do not have the early redemption feature. The fair value of Public Warrants has since been measured by the trading price of the warrants which began to separately trade in October 2020. Fair Value of Financial Instruments As of June 30, 2021 and December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. As of June 30, 2021 and December 31, 2020, the Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value for trading securities is determined using quoted market prices in active markets. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs. 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 warrant liabilities were expensed as incurred, presented as non-operating expenses in the statement of operations within the period of the completion of the Initial Public Offering. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as a long-term liability due to the uncertain nature of the closing of a Business Combination and its encumbrance to the Trust Account. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including 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 the occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, 31,140,235 and 29,512,635 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s condensed balance sheets. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, 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 at the end of each reporting period. The Company issued 17,250,000 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 531,250 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statement of operations. Subsequent to when the warrants began separately trading, the fair value measurements were determined based on their trading price. The fair value of Private Warrants was calculated using the Black-Scholes Option Pricing model since these instruments do not have the early redemption feature. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 17,781,250 shares of the Company’s Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statement of operations includes a presentation of income (loss) per ordinary share for Class A ordinary shares subject to possible redemption in a manner similar to the two-class method of income per ordinary share. Net income per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the investment income from the Trust Account, net of applicable taxes, if any, available to be withdrawn from the Trust Account by the weighted average number of Class A ordinary shares outstanding for the period. Net income per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income for the period less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. For the Three Months For the Six Months Ended June 30, 2021 Ended June 30, 2021 Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income from investments held in Trust Account $ 5,180 $ 10,302 Less: Company's portion available to be withdrawn to pay taxes — — Net income attributable $ 5,180 $ 10,302 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 35,562,500 35,562,500 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income $ 1,869,857 $ 16,357,383 Net income allocable to Class A ordinary shares (5,180) (10,302) Net income attributable $ 1,864,677 $ 16,347,081 Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income per share, Class B ordinary shares $ 0.22 $ 1.90 |
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 unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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 | |
Summary of Significant Accounting Policies | |
Schedule of basic and diluted net income (loss) per common share | For the Three Months For the Six Months Ended June 30, 2021 Ended June 30, 2021 Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income from investments held in Trust Account $ 5,180 $ 10,302 Less: Company's portion available to be withdrawn to pay taxes — — Net income attributable $ 5,180 $ 10,302 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 35,562,500 35,562,500 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income $ 1,869,857 $ 16,357,383 Net income allocable to Class A ordinary shares (5,180) (10,302) Net income attributable $ 1,864,677 $ 16,347,081 Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income per share, Class B ordinary shares $ 0.22 $ 1.90 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurements | |
Schedule of fair value hierarchy for liabilities measured at fair value on a recurring basis | June 30, 2021 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 346,741,889 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 16,215,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 865,940 December 31, 2020 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 346,736,767 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 32,775,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 1,306,880 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | June 30, 2021 December 31, 2020 Volatility 22 % 23-29 % Share price $ 9.85 $ 10.41 Risk-free rate 0.95 % 0.43 % Dividend yield 0.0 % 0.0 % Expected life (years) 5.0 5.5 |
Schedule of change in the fair value of the derivative warrant liabilities | Warrant liabilities - Level 3, December 31, 2020 $ 1,306,880 Change in fair value of warrant liabilities - Level 3 (440,940) Warrant liabilities - Level 3, June 30, 2021 $ 865,940 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - (Details) | Sep. 18, 2020USD ($)$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Aug. 20, 2020 | Jun. 12, 2020USD ($) | Sep. 18, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)$ / shares | Jun. 04, 2020item |
Minimum number of business combination to be entered | item | 1 | ||||||
Underwriting Fees | $ 19,600,000 | ||||||
Deferred Underwriting Expense | $ 12,100,000 | $ 12,100,000 | |||||
Proceeds of the Initial Public Offering and Private Placement placed in a trust account | $ 346,700,000 | ||||||
Proceeds of the Initial Public Offering and Private Placement per unit placed in a trust account | $ / shares | $ 10.05 | ||||||
Maximum maturity period of Trust Investment | 185 days | 185 days | |||||
Threshold Percentage On Fair Market Value Of Net Assets Held In Trust Account For Business Combination | 80.00% | ||||||
Threshold Percentage On Purchase Of Outstanding Voting Shares For Business Combination | 50.00% | ||||||
Common Stock Redemption Price Per Share | $ / shares | $ 10.05 | ||||||
Net Tangible Assets Required For Business Combination | $ 5,000,001 | ||||||
Period within which a business combination is to consummate | 18 months | ||||||
Extension period in aggregate to consummate business combination | 6 months | ||||||
Winding up period upon failure to enter into business combination | 10 days | ||||||
Amount the sponsor to deposit to extend business combination consummation | $ 1,100,000 | ||||||
Amount the sponsor to deposit per public share to extend business combination consummation | $ / shares | $ 0.033 | ||||||
Amount the sponsor to deposit to extend business combination consummation for each monthly extension | $ 6,800,000 | ||||||
Amount the sponsor to deposit per public share to extend business combination consummation for each monthly extension | $ / shares | $ 0.198 | ||||||
Minimum Interest On Trust Deposits Eligible To Pay Dissolution Expenses | $ 100,000 | ||||||
Liquidity and Capital Resources [Member] | |||||||
Cash at bank | 722,000 | ||||||
Working capital | $ 368,000 | ||||||
IPO | |||||||
Issuance of shares (in shares) | shares | 30,000,000 | ||||||
Share Issued Price Per Share | $ / shares | $ 10 | ||||||
Proceeds From Initial Public Offering | $ 300,000,000 | ||||||
Maximum Percentage Of Shares Redeemed Without Prior Consent From Company | 15.00% | ||||||
Maximum Percentage Of Shares Redeemed On Non completion Of Business Combination | 100.00% | ||||||
Private Placement | |||||||
Issuance of shares (in shares) | shares | 112,500 | 950,000 | |||||
Share Issued Price Per Share | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Proceeds From Private Placement | $ 10,600,000 | ||||||
Over-Allotment Option [Member] | |||||||
Issuance of shares (in shares) | shares | 4,500,000 | ||||||
Proceeds From Initial Public Offering | $ 45,000,000 | ||||||
Sponsor | |||||||
Issuance of shares | $ 25,000 | ||||||
Sponsor | Private Placement | |||||||
Issuance of shares (in shares) | shares | 112,500 | ||||||
Proceeds From Private Placement | $ 1,100,000 | $ 9,500,000 | |||||
Related Party Loans [Member] | Sponsor | |||||||
Proceeds From Related Party Notes | $ 188,000 | ||||||
Related Party, Working Capital Loan [Member] | |||||||
Amounts outstanding | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - (Details) - USD ($) | Aug. 31, 2020 | Aug. 20, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Maximum maturity period of Trust Investment | 185 days | 185 days | ||||
Federal Deposit Insurance Corporation Coverage Limit | $ 250,000 | |||||
Net income | $ 1,869,857 | $ 14,487,526 | 16,357,383 | |||
Income tax | 0 | |||||
Unrecognized Tax Benefits | 0 | 0 | $ 0 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 | $ 0 | |||
Class A ordinary shares | ||||||
Shares subject to redemption, outstanding | 31,140,235 | 31,140,235 | 29,512,635 | |||
Dilutive Securities | $ 17,781,250 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 17,250,000 | 17,250,000 | ||||
Private Placement Warrants | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 531,250 | 531,250 | 531,250 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Income allocable to ordinary shares | |||
Net income attributable | $ 5,180 | $ 10,302 | |
Net income | 1,869,857 | $ 14,487,526 | 16,357,383 |
Class A ordinary shares | |||
Numerator: Income allocable to ordinary shares | |||
Income from investments held in Trust Account | 5,180 | 10,302 | |
Less: Company's portion available to be withdrawn to pay taxes | 0 | 0 | |
Net income attributable | $ (5,180) | $ (10,302) | |
Denominator: Weighted average ordinary shares | |||
Basic and diluted weighted average shares outstanding | 35,562,500 | 35,562,500 | |
Basic and diluted net income per share | $ 0 | $ 0 | |
Class B ordinary shares | |||
Numerator: Income allocable to ordinary shares | |||
Net income attributable | $ 1,864,677 | $ 16,347,081 | |
Denominator: Weighted average ordinary shares | |||
Basic and diluted weighted average shares outstanding | 8,625,000 | 8,625,000 | |
Basic and diluted net income per share | $ 0.22 | $ 1.90 |
Initial Public Offering - (Deta
Initial Public Offering - (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 18, 2020 | Aug. 31, 2020 | Jun. 30, 2021 |
Underwriting Fees | $ 19.6 | ||
Deferred Underwriting Expense | $ 12.1 | ||
IPO | |||
Issuance of shares (in shares) | 30,000,000 | ||
Share Issued Price Per Share | $ 10 | ||
Proceeds From Initial Public Offering | $ 300 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.50 | ||
Over-Allotment Option [Member] | |||
Issuance of shares (in shares) | 4,500,000 | ||
Proceeds From Initial Public Offering | $ 45 | ||
Public Warrant [Member] | |||
Exercise Price of Warrants | $ 11.50 | $ 11.50 | |
Class A ordinary shares | |||
Number Of Securities Called By Each Warrant | 1 |
Related Party Transactions - (D
Related Party Transactions - (Details) | Sep. 18, 2020USD ($)$ / sharesshares | Aug. 31, 2020USD ($)item$ / sharesshares | Aug. 25, 2020shares | Jun. 12, 2020USD ($)shares | Sep. 18, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)D$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Founder shares holding period after business combination | 1 year | ||||||
Period to hold private placements after business combination | 30 days | ||||||
Number of extensions to complete business combination | item | 6 | ||||||
Business Combination Period Total | 24 months | ||||||
Amount the sponsor to deposit to extend business combination consummation | $ | $ 1,100,000 | ||||||
Amount the sponsor to deposit per public share to extend business combination consummation | $ / shares | $ 0.033 | ||||||
Amount the sponsor to deposit to extend business combination consummation for each monthly extension | $ | $ 6,800,000 | ||||||
Amount the sponsor to deposit per public share to extend business combination consummation to total period | $ / shares | $ 0.198 | ||||||
Public Warrant [Member] | |||||||
Exercise Price of Warrants | $ / shares | $ 11.50 | 11.50 | |||||
Private Placement | |||||||
Issuance of shares (in shares) | shares | 112,500 | 950,000 | |||||
Share issued price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Proceeds from Issuance of Private Placement | $ | $ 10,600,000 | ||||||
Class Of Warrants Or Rights, Transfers, Restriction On Number Of Days From The Date Of Business Combination | 30 days | ||||||
Private Placement | Public Warrant [Member] | |||||||
Exercise Price of Warrants | $ / shares | $ 11.50 | ||||||
Over-Allotment Option [Member] | |||||||
Issuance of shares (in shares) | shares | 4,500,000 | ||||||
Sponsor | |||||||
Stock Issued During Period, Value, New Issues | $ | $ 25,000 | ||||||
Percentage Of Founder Shares To Common Stock Outstanding After IPO | 20.00% | ||||||
Sponsor | Related Party Loans [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ | 300,000 | ||||||
Proceeds from Loans | $ | 188,000 | ||||||
Convertible Debt | $ | $ 1,500,000 | ||||||
Debt Conversion Price Per Share | $ / shares | $ 10 | ||||||
Sponsor | Private Placement | |||||||
Issuance of shares (in shares) | shares | 112,500 | ||||||
Proceeds from Issuance of Private Placement | $ | $ 1,100,000 | $ 9,500,000 | |||||
Class B ordinary shares | |||||||
Common Stock, Par Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Outstanding | shares | 8,625,000 | 8,625,000 | |||||
Class B ordinary shares | Sponsor | |||||||
Stock Issued During Period, Value, New Issues | $ | $ 25,000 | ||||||
Issuance of shares (in shares) | shares | 11,500,000 | ||||||
Common Stock, Par Value Per Share | $ / shares | $ 0.0001 | ||||||
Shares Surrendered During The Period | shares | 2,875,000 | ||||||
Common Stock, Shares, Outstanding | shares | 8,625,000 | ||||||
Common Stock, Shares Subject To Forfeiture | shares | 1,125,000 | ||||||
Class A ordinary shares | |||||||
Common Stock, Par Value Per Share | $ / shares | $ 0.0001 | ||||||
Class A ordinary shares | Sponsor | Share Price Equals Or Exceeds Dollar Twelve Per Share [Member] | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | 12.00% | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Common Stock, Transfers, Threshold Consecutive Trading Days | 30 days | ||||||
Common Stock, Transfers, Restriction On Number Of Days From The Date Of Business Combination | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - (Details) $ / shares in Units, $ in Millions | Sep. 18, 2020USD ($)$ / sharesshares | Jun. 30, 2021item |
Demands that Founder Shares, Private Placement Units, and units that may be issued upon conversion of Working Capital Loans are entitled | item | 3 | |
Under writing Discount Per Unit | $ / shares | $ 0.20 | |
Payments For Underwriting Expense | $ | $ 6.9 | |
Under writing Discount Payable Per Unit | $ / shares | $ 0.35 | |
Deferred Underwriting Expense | $ | $ 12.1 | |
Over-Allotment Option [Member] | ||
Exercise period of over-allotment | 45 days | |
Issuance of shares (in shares) | shares | 4,500,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Threshold period for filling registration statement after business combination | 15 days | |
Threshold period for filling registration statement following the initial business combination | 60 days | |
Threshold trading days determining volume weighted average price | 20 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 17,250,000 | |
Minimum Gross Proceeds Required From Issuance Of Equity | 60.00% | |
Class of warrant or right, redemption price | $ 0.01 | |
Class of Warrant or Right, Minimum Notice Period For Redemption | 30 days | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 531,250 | 531,250 |
Share Price Less Than Dollar Nine Point Two Zero | ||
Class of Warrant or Right [Line Items] | ||
Share Redemption Trigger Price | $ 9.20 | |
Share Price Less Than Dollar Nine Point Two Zero | Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 115.00% | |
Share Price Equals Or Exceeds Dollar Eighteen | Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Share Redemption Trigger Price | $ 18 | |
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 180.00% | |
Class of Warrant or Right Redemption Threshold Trading Days | 20 days | |
Class of Warrant or Right Redemption Threshold Consecutive Trading Days | 30 days |
Shareholders' Equity - (Detail)
Shareholders' Equity - (Detail) | 6 Months Ended | |
Jun. 30, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A ordinary shares | ||
Common Stock, Shares Authorized | 200,000,000 | |
Common Stock, Par Value Per Share | $ / shares | $ 0.0001 | |
Common Stock, Shares, Issued, Including Subject To Possible Redemption | 35,562,500 | 35,562,500 |
Common Stock, Shares, Outstanding, Including Subject To Possible Redemption | 35,562,500 | 35,562,500 |
Shares subject to redemption, outstanding | 31,140,235 | 29,512,635 |
Common shares, votes per share | Vote | 1 | |
Class A common stock subject to possible redemption | ||
Shares subject to redemption, issued | 31,140,235 | 29,512,635 |
Shares subject to redemption, outstanding | 31,140,235 | 29,512,635 |
Class B ordinary shares | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 8,625,000 | 8,625,000 |
Common Stock, Shares, Outstanding | 8,625,000 | 8,625,000 |
Common shares, votes per share | Vote | 1 | |
Ratio to be applied to the stock in a conversion | 20 |
Fair Value Measurements - (Deta
Fair Value Measurements - (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Assets: | |||
Investments held in Trust Account | $ 346,747,069 | $ 346,747,069 | $ 346,736,767 |
Liabilities: | |||
Derivative warrant liabilities | 17,080,940 | 17,080,940 | 34,081,880 |
Decrease in fair value of liabilities | (2,311,560) | (17,000,940) | |
Level 1 | |||
Assets: | |||
Investments held in Trust Account | 346,741,889 | 346,741,889 | 346,736,767 |
Level 1 | Public Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | 16,215,000 | 16,215,000 | 32,775,000 |
Level 3 | Private Placement Warrants | |||
Liabilities: | |||
Derivative warrant liabilities | $ 865,940 | $ 865,940 | $ 1,306,880 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Jun. 30, 2021$ / sharesY | Dec. 31, 2020$ / sharesY |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 22 | |
Volatility | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 23 | |
Volatility | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 29 | |
Share price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | $ / shares | 9.85 | 10.41 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.95 | 0.43 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Expected life (years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | Y | 5 | 5.5 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities - (Details) - Level 3 | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Warrant liabilities , Beginning Balance | $ 1,306,880 |
Change in fair value of warrant liabilities - Level 3 | (440,940) |
Warrant liabilities, Ending Balance | $ 865,940 |