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CCCS CCC Intelligent Solutions

Cover Page

Cover Page - shares6 Months Ended
Jun. 30, 2021Jul. 23, 2021
Document Information [Line Items]
Document Type10-Q
Amendment Flagfalse
Document Period End DateJun. 30,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ2
Current Fiscal Year End Date--12-31
Entity Registrant NameDRAGONEER GROWTH OPPORTUNITIES CORP.
Entity Central Index Key0001818201
Entity File Number001-39447
Entity Current Reporting StatusYes
Entity Filer CategoryNon-accelerated Filer
Entity Interactive Data CurrentYes
Entity Shell Companytrue
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodfalse
Document Quarterly Reporttrue
Document Transition Reportfalse
Entity Tax Identification Number98-1546280
Entity Incorporation, State or Country CodeE9
Entity Address, Address Line OneOne Letterman Drive
Entity Address, Address Line TwoBuilding D
Entity Address, Address Line ThreeSuite M500
Entity Address, City or TownSan Francisco
Entity Address, State or ProvinceCA
Entity Address, Postal Zip Code94129
City Area Code415
Local Phone Number539-3099
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding69,000,000
Title of 12(b) SecurityClass A ordinary shares included as part of the units
Trading SymbolDGNR
Security Exchange NameNYSE
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding17,250,000
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) SecurityUnits, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant
Trading SymbolDGNR.U
Security Exchange NameNYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) SecurityRedeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading SymbolDGNR WS
Security Exchange NameNYSE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)Jun. 30, 2021Dec. 31, 2020
Current Assets
Cash $ 1,441,976 $ 605,009
Prepaid expenses253,060 321,174
Total Current Assets1,695,036 926,183
Investments held in Trust Account690,021,942 690,000,000
Total Assets691,716,978 690,926,183
Current Liabilities:
Accounts payable and accrued expenses5,086,224 900,390
Convertible note – related party, net of debt discount2,000,000
Advances from related party2,330 17,703
Total Current Liabilities7,088,554 918,093
FPA liability6,830,624 69,874,782
Conversion option on working capital loan liability2,365,417
Warrant liabilities62,224,796 149,920,186
Deferred underwriting fee payable24,150,000 24,150,000
TOTAL LIABILITIES102,659,391 244,863,061
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 69,000,000 and 44,106,311 shares as of June 30, 2021 and December 31, 2020 at $10.00 per share, respectively690,000,000 441,063,112
Shareholders' (Deficit) Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital0 190,771,666
Accumulated deficit(100,944,138)(185,775,870)
Total Shareholders' (Deficit) Equity(100,942,413)5,000,010
Total Liabilities and Shareholders' (Deficit) Equity691,716,978 690,926,183
Common Class A [Member]
Shareholders' (Deficit) Equity
Common Stock,Value0 2,489
Total Shareholders' (Deficit) Equity0 2,489
Common Class B [Member]
Shareholders' (Deficit) Equity
Common Stock,Value1,725 1,725
Total Shareholders' (Deficit) Equity $ 1,725 $ 1,725

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / sharesJun. 30, 2021Dec. 31, 2020
Temporary Equity, Shares Outstanding69,000,000 44,106,311
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized1,000,000 1,000,000
Preferred Stock, Shares Issued0 0
Preferred Stock, Shares Outstanding0 0
Common Class A [Member]
Temporary Equity, Shares Outstanding69,000,000 44,106,311
Share Redemption Value $ 10 $ 10
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized200,000,000 200,000,000
Common Stock, Shares, Issued0 24,893,689
Common Stock, Shares, Outstanding0 24,893,689
Common Class B [Member]
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized20,000,000 20,000,000
Common Stock, Shares, Issued17,250,000 17,250,000
Common Stock, Shares, Outstanding17,250,000 17,250,000

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2021
General and administrative expenses $ 998,689 $ 5,401,608
Loss from Operations(998,689)(5,401,608)
Other income (expense):
Interest earned on marketable securities held in Trust Account15,703 21,942
Change in fair value of FPA liability186,812 63,044,158
Change in fair value of conversion option on working capital loan(1,127,856)(365,417)
Change in fair value of warrant liabilities(14,706,065)87,695,390
Interest expense - amortization of debt discount(1,000,000)(2,000,000)
Other income (expense), net(16,631,406)148,396,073
Net (loss) income(17,630,095)142,994,465
Common Class A [Member]
Other income (expense):
Net (loss) income $ 15,703 $ 21,942
Weighted average shares outstanding of shares69,000,000 69,000,000
Basic and diluted net income per share $ 0 $ 0
Common Class B [Member]
Other income (expense):
Net (loss) income $ (17,630,095) $ 142,994,465
Weighted average shares outstanding of shares17,250,000 17,250,000
Basic and diluted net income per share $ (1.02) $ 8.29

Condensed Statements of Changes

Condensed Statements of Changes In Shareholders' (Deficit) Equity - USD ($)TotalClass A Ordinary [Member]Class B Ordinary [Member]Additional Paid-in Capital [Member]Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2020 $ 5,000,010 $ 2,489 $ 1,725 $ 190,771,666 $ (185,775,870)
Balance Balance, Shares at Dec. 31, 202024,893,689 17,250,000
Change in value of class A Ordinary shares subject to possible redemption(248,936,888) $ (2,489)(190,771,666)(58,162,733)
Change in value of class A Ordinary shares subject to possible redemption, shares(24,893,689)
Net income (loss)160,624,560 160,624,560
Ending Balance at Mar. 31, 2021(83,312,318) $ 0 $ 1,725 0 (83,314,043)
Ending Balance, Shares at Mar. 31, 20210 17,250,000
Beginning Balance at Dec. 31, 20205,000,010 $ 2,489 $ 1,725 190,771,666 (185,775,870)
Balance Balance, Shares at Dec. 31, 202024,893,689 17,250,000
Net income (loss)142,994,465 $ 21,942 $ 142,994,465
Ending Balance at Jun. 30, 2021(100,942,413) $ 0 $ 1,725 0 (100,944,138)
Ending Balance, Shares at Jun. 30, 20210 17,250,000
Beginning Balance at Mar. 31, 2021(83,312,318) $ 0 $ 1,725 0 (83,314,043)
Balance Balance, Shares at Mar. 31, 20210 17,250,000
Net income (loss)(17,630,095) $ 15,703 $ (17,630,095)(17,630,095)
Ending Balance at Jun. 30, 2021 $ (100,942,413) $ 0 $ 1,725 $ 0 $ (100,944,138)
Ending Balance, Shares at Jun. 30, 20210 17,250,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows6 Months Ended
Jun. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income $ 142,994,465
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities(87,695,390)
Change in fair value of FPA liability(63,044,158)
Change in fair value of conversion option on working capital loan365,417
Amortization of debt discount2,000,000
Interest earned on marketable securities held in Trust Account(21,942)
Changes in operating assets and liabilities:
Prepaid expenses68,114
Accounts payable and accrued expenses4,185,834
Net cash (used in) operating activities(1,147,660)
Cash Flows from Financing Activities:
Proceeds from convertible note - related party2,000,000
Advances from related party4,085
Repayment of advances from related party(19,458)
Net cash provided by financing activities1,984,627
Net Change in Cash836,967
Cash – Beginning605,009
Cash – Ending1,441,976
Non-Cash Investing and Financing Activities:
Initial classification of conversion option2,000,000
Change in value of Class A ordinary shares subject to redemption $ 248,936,888

Description of Organization and

Description of Organization and Business Operations6 Months Ended
Jun. 30, 2021
Text Block [Abstract]
Description of Organization and Business OperationsNote 1 — Description of Organization and Business Operations Dragoneer Growth Opportunities Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 3, 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 or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity for the period from July 3, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Chariot Opportunity Merger Sub, Inc., a Delaware corporation (“Chariot Merger Sub”), and Cypress Holdings, Inc., a Delaware corporation (“CCC”) (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company may generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on August 13, 2020. On August 18, 2020 the Company consummated the Initial Public Offering of 69,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at $10.00 per Unit, generating gross proceeds of $690,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 15,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Dragoneer Growth Opportunities Holdings (the “Sponsor”), generating gross proceeds of $15,800,000, which is described in Note 4. Private Placement Warrants together with the warrants included in the units sold (the “Public Warrants”) (the “Warrants”). Transaction costs amounted to $38,924,273, consisting of $13,800,000 of underwriting fees, $24,150,000 of deferred underwriting fee and $974,273 of other offering costs. Following the closing of the Initial Public Offering on August 18, 2020, an amount of $690,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the net proceeds from the sale of the Private Placement Warrants was placed in a non-interest 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The NYSE listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote in person or by proxy at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until August 18, 2022 (or November 18, 2022 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by August 18, 2022 but has not completed a Business Combination by August 18, 2022) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (an “Extension Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or any Extension Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Shares due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), 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. Liquidity and Going Concern Consideration As of June 30, 2021, the Company had $1,441,976 in its operating bank account, and a working capital deficiency of approximately $5,393,518. The Company’s liquidity needs up to June 30, 2021 were satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, advances from related party of $1,404,979 (see Note 5) and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the advanced from related party leaving a balance of $2,330 as of June 30, 2021. 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, provide the Company Working Capital Loans (defined below, see Note 5). As of June 30, 2021, the Company had $2,000,000 outstanding under the Working Capital Loans. Management has determined that the Company has access to funds from the Sponsors, and the Sponsors have the financial wherewithal to fund the Company, that are sufficient to fund its working capital needs until the consummation of a Business Combination or for a minimum of one year from the date of issuance of the financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating a Business Combination (including the Pending Business Combination).

Summary of Significant Accounti

Summary of Significant Accounting Policies6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting PoliciesNote 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s amended Annual Report on Form 10-K/A Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Cash and Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, the assets held in the Trust Account were held in mutual funds and cash, respectively. Class A Ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $37,773,402 were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs allocated to the warrant liabilities amounted to $1,150,871, were expensed as of the date of the Initial Public Offering. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 re-measurement Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 29,600,000 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
Three Months June, 30 Six Months June 30,
2021 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income earned on marketable securities held in Trust Account $ 15,703 $ 21,942
Net Earnings $ 15,703 $ 21,942
Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 69,000,000 69,000,000
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00
Non-Redeemable
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss) $ (17,630,095 ) $ 142,994,465
Redeemable Net Earnings (15,703 ) (21,942 )
Non-Redeemable $ (17,645,798 ) $ 142,972,523
Denominator: Weighted Average Non-Redeemable
Non-Redeemable 17,250,000 17,250,000
Earnings (loss)/Basic and Diluted Non-Redeemable $ (1.02 ) $ 8.29
Note: As of June 30, 2021, basic and diluted shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued non-current net-cash Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering6 Months Ended
Jun. 30, 2021
Initial Public Offering [Abstract]
Initial Public OfferingNote 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 69,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 9,000,000 Units, at purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fifth

Private Placement

Private Placement6 Months Ended
Jun. 30, 2021
Private Placement [Abstract]
Private PlacementNote 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 15,800,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $15,800,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or any Extension Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party TransactionsNote 5 — Related Party Transactions Founder Shares In July 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 17,250,000 Class B ordinary shares (the “Founder Shares”). On July 23, 2020, the Sponsor transferred 75,000 Founder Shares to each of the Company’s directors. The Founder Shares included an aggregate of up to 2,250,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted Each of the Company’s initial shareholders has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Advances from Related Party An affiliate of the Sponsor advanced the Company an aggregate of $1,404,979 to cover expenses related to the Initial Public Offering and for working capital purposes. The advances are non-interest Promissory Note – Related Party On July 10, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. On January 19, 2021, the Company entered into a Working Capital Loan with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $2,000,000. The Working Capital Loan is non-interest The Company assessed the provisions of the Working Capital Loan under ASC 815-15. The debt discount is being amortized to interest expense as a non-cash

Commitments and Contingencies

Commitments and Contingencies6 Months Ended
Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and ContingenciesNote 6 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on August 13, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon exercise of the Forward Purchase Agreement and conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $13,800,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $24,150,000 in the aggregate. The deferred fee will be forfeited by the underwriters in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreements On July 24, 2020 and August 12, 2020, the Company entered into two respective forward purchase agreements which provide for the purchase by each of Dragoneer Funding LLC and entities managed by or associated with Willett Advisors LLC of up to a combined aggregate of 17,500,000 units (the “forward purchase units”), with each unit consisting of one Class A ordinary share and one-fifth The obligations under the forward purchase agreements will not depend on whether any public shareholders elect to redeem their shares and provide a minimum funding level for the initial Business Combination. The forward purchase shares and forward purchase warrants will be identical to the Class A ordinary shares and warrants, respectively, included in the Units sold in the Initial Public Offering, except that they will be subject to certain registration rights. Business Combination Agreement On February 2, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) as amended on April 22, 2021 by Amendment No. 1 to the Business Combination Agreement and on July 6, 2021 by Amendment No. 2 to Business Combination Agreement), by and among the Company, Chariot Merger Sub and CCC. The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”. The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (i) the Company will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed as determined by CCC in its sole discretion, (B) each outstanding Class A ordinary share of the Company and each outstanding Class B ordinary share of the Company will become one share of common stock of the Company (the “Dragoneer Common Stock”), and (C) each outstanding whole warrant of the Company will become one warrant to purchase one share of Dragoneer Common Stock; and (ii) following the Domestication, Chariot Merger Sub will merge with and into CCC, with CCC as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “Merger”). Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors. Pursuant to the Subscription Agreements, each investor agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, on the Closing Date (as defined in the Business Combination Agreement) immediately following the Closing (as defined in the Business Combination Agreement), an aggregate of 15,000,000 shares of Dragoneer Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $150,000,000.

Shareholders' Equity

Shareholders' Equity6 Months Ended
Jun. 30, 2021
Equity [Abstract]
Shareholders' EquityNote 7 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one.

Warrant Liability

Warrant Liability6 Months Ended
Jun. 30, 2021
Warrant Liability [Abstract]
Warrant LiabilityNote 8 — Warrant Liability Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrant is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrant expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.
• in whole and not in part;
• at a price of $0.01 per warrant;
• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
• in whole and not in part;
• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of the Class A ordinary shares; and
• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or any Extension Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable,

Fair Value Measurements

Fair Value Measurements6 Months Ended
Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value MeasurementsNote 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2020, assets held in the Trust Account were comprised of $690,000,000 in cash. At June 30, 2021, assets held in the Trust Account were comprised of $690,021,942 in money market funds. During the period ended June 30, 2021 and December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
Level June 30, December 31,
Assets – Assets Held in Trust Account 1 $ 690,021,942 $ —
Liabilities:
Warrant Liability – Public Warrants 1 $ 27,738,000 $ 59,064,000
Warrant Liability – Private Placement Warrants 3 $ 34,486,796 $ 90,856,186
Warrant Liability – Conversion option on working capital loan 3 $ 2,365,417 $ —
FPA Liability 2 $ 6,830,624 $ 69,874,782 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. The Public Warrants for periods where no observable traded price was available are valued using a barrier option simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The following table presents the changes in the fair value of Level 3 warrant liabilities:
Private
Fair value as of January 1, 2021 $ 90,856,186
Change in fair value (56,369,390 )
Fair value as of June 30, 2021 $ 34,486,796
Conversion Option On Working Capital Loan Liability The liability for the conversion option was valued using a Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the conversion option is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. The following table presents the changes in the fair value of the conversion option liability:
Conversion
Fair value as of January 1, 2021 $ —
Initial classification of conversion option liability 8,480,557
Change in fair value (6,115,140 )
Fair value as of June 30, 2021 $ 2,365,417
FPA Liability The liability for the FPAs were valued using an adjusted net assets method, which is considered to be a Level 2 fair value measurement. Under the net assets method utilized, the aggregate commitment of $175 million pursuant to the FPAs is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPAs. The fair value of the common stock and warrants to be issued under the FPAs are based on the public trading price of the Units issued in the Company’s IPO. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $175 million fixed commitment.. The subsequent measurement of the FPA as of June 30, 2021 is classified as Level 2 due to the use of an observable market quote in an active market and the subsequent measurement of the FPA as June 30, 2021 is classified Level 2 due to no longer using the unobservable inputs. The following table presents a summary of the changes in the fair value of the FPA liability, a Level 2 liability, measured on a recurring basis:
FPA Liability
Fair value as of January 1, 2021 $ 69,874,782
Change in fair value (63,044,158 )
Fair value as of June 30, 2021 $ 6,830,624
There were no other transfers between levels for the six months ended June 30, 2021.

Subsequent Events

Subsequent Events6 Months Ended
Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent EventsNote 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s amended Annual Report on Form 10-K/A
Emerging Growth CompanyEmerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of EstimatesUse of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash EquivalentsCash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.
Cash and Marketable Securities Held in Trust AccountCash and Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, the assets held in the Trust Account were held in mutual funds and cash, respectively.
Class A Ordinary Shares Subject to Possible RedemptionClass A Ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets.
Offering CostsOffering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $37,773,402 were charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs allocated to the warrant liabilities amounted to $1,150,871, were expensed as of the date of the Initial Public Offering.
Warrant LiabilityWarrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 re-measurement
Income TaxesIncome Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Net Income (Loss) Per Ordinary ShareNet Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 29,600,000 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
Three Months June, 30 Six Months June 30,
2021 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income earned on marketable securities held in Trust Account $ 15,703 $ 21,942
Net Earnings $ 15,703 $ 21,942
Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 69,000,000 69,000,000
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00
Non-Redeemable
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss) $ (17,630,095 ) $ 142,994,465
Redeemable Net Earnings (15,703 ) (21,942 )
Non-Redeemable $ (17,645,798 ) $ 142,972,523
Denominator: Weighted Average Non-Redeemable
Non-Redeemable 17,250,000 17,250,000
Earnings (loss)/Basic and Diluted Non-Redeemable $ (1.02 ) $ 8.29
Note: As of June 30, 2021, basic and diluted shares are the same as there are no non-redeemable
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value MeasurementsFair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial InstrumentsDerivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued non-current net-cash
Recent Accounting StandardsRecent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s unaudited condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
Summary Of Earning Per Share Basic And DilutedThe following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
Three Months June, 30 Six Months June 30,
2021 2021
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income earned on marketable securities held in Trust Account $ 15,703 $ 21,942
Net Earnings $ 15,703 $ 21,942
Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 69,000,000 69,000,000
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 $ 0.00
Non-Redeemable
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss) $ (17,630,095 ) $ 142,994,465
Redeemable Net Earnings (15,703 ) (21,942 )
Non-Redeemable $ (17,645,798 ) $ 142,972,523
Denominator: Weighted Average Non-Redeemable
Non-Redeemable 17,250,000 17,250,000
Earnings (loss)/Basic and Diluted Non-Redeemable $ (1.02 ) $ 8.29
Note: As of June 30, 2021, basic and diluted shares are the same as there are no non-redeemable

Fair Value Measurements (Tables

Fair Value Measurements (Tables)6 Months Ended
Jun. 30, 2021
Fair Value Disclosures [Abstract]
Summary of Company's liabilities measured at fair value on a recurring basisThe following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
Level June 30, December 31,
Assets – Assets Held in Trust Account 1 $ 690,021,942 $ —
Liabilities:
Warrant Liability – Public Warrants 1 $ 27,738,000 $ 59,064,000
Warrant Liability – Private Placement Warrants 3 $ 34,486,796 $ 90,856,186
Warrant Liability – Conversion option on working capital loan 3 $ 2,365,417 $ —
FPA Liability 2 $ 6,830,624 $ 69,874,782
Summary of changes in the fair value of warrant liabilitiesThe following table presents the changes in the fair value of Level 3 warrant liabilities:
Private
Fair value as of January 1, 2021 $ 90,856,186
Change in fair value (56,369,390 )
Fair value as of June 30, 2021 $ 34,486,796
Summary Of Changes In The Fair Value Of FPA Conversion Option LiabilitiesThe following table presents the changes in the fair value of the conversion option liability:
Conversion
Fair value as of January 1, 2021 $ —
Initial classification of conversion option liability 8,480,557
Change in fair value (6,115,140 )
Fair value as of June 30, 2021 $ 2,365,417
Summary of the changes in the fair value of the FPA liabilityThe following table presents a summary of the changes in the fair value of the FPA liability, a Level 2 liability, measured on a recurring basis:
FPA Liability
Fair value as of January 1, 2021 $ 69,874,782
Change in fair value (63,044,158 )
Fair value as of June 30, 2021 $ 6,830,624

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)Aug. 18, 2020Jul. 10, 2020Jul. 10, 2020Jun. 30, 2021Dec. 31, 2020
Proceeds from sales of issuance initial public offering units $ 690,000,000
Underwriters of their overallotment option $ 9,000,000
Initial public offering per units $ 10 $ 10
Proceeds from issuance initial public offering $ 690,000,000
Proceeds from sales of Private Placement warrants $ 15,800,000
Proceeds from Issuance of private placement15,800,000
Business acquisition transaction costs38,924,273
Payment of stock issuance costs13,800,000
Other offering costs $ 974,273
Maturity of investments days185 days
Business acquisition percentage of voting interests acquired50.00%
Deferred underwriting fee $ 24,150,000 $ 24,150,000
Business combinations and acquisitions tangible assets $ 5,000,001
Percentage of initial public offering shares15.00%
Percentage of initial public offering shares redemption100.00%
Payment of dissolution expenses $ 100,000
Cash1,441,976
Working capital (Deficit)5,393,518
Due to related party2,330 17,703
Working Capital Loans [Member]
Long-term Debt, Gross $ 2,000,000 $ 0
Founder Shares [Member]
Payment of stock issuance costs $ 25,000
Stock shares issued during the period for services value $ 25,000
Over-Allotment Option [Member]
Sale of stock, price per share $ 10
Private Placement [Member]
Sale of stock, price per share $ 1
IPO [Member] | Sponsor [Member]
Due to related party $ 1,404,979
Common Class A [Member]
Proceeds from sales of issuance initial public offering units $ 69,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)6 Months Ended
Jun. 30, 2021Dec. 31, 2020
Accounting Policies [Line Items]
Offering costs $ 37,773,402
Unrecognized tax benefits0 $ 0
Accrued for interest and penalties $ 0 $ 0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights29,600,000
Cash, FDIC Insured Amount $ 250,000
Other Expense [Member]
Accounting Policies [Line Items]
Offering costs allocated to warrant liabilities $ 1,150,871

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary Of Earnings Per Share Basic and Diluted (Detail) - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Mar. 31, 2021Jun. 30, 2021
Numerator: Earnings allocable to Ordinary Shares
Net earnings $ (17,630,095) $ 160,624,560 $ 142,994,465
Common Class A [Member]
Numerator: Earnings allocable to Ordinary Shares
Interest income earned on marketable securities held in Trust Account15,703 21,942
Net earnings $ 15,703 $ 21,942
Denominator: Weighted Average Redeemable Ordinary Shares
Ordinary Shares, Basic and Diluted69,000,000 69,000,000
Earnings/Basic and Diluted Ordinary Shares $ 0 $ 0
Common Class B [Member]
Numerator: Earnings allocable to Ordinary Shares
Net earnings $ (17,630,095) $ 142,994,465
Redeemable Net Earnings(15,703)(21,942)
Non-Redeemable Net Income (Loss) $ (17,645,798) $ 142,972,523
Denominator: Weighted Average Redeemable Ordinary Shares
Ordinary Shares, Basic and Diluted17,250,000 17,250,000
Earnings/Basic and Diluted Ordinary Shares $ (1.02) $ 8.29

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail)6 Months Ended
Jun. 30, 2021$ / sharesshares
IPO [Member]
Sale of Stock, Number of Shares Issued in Transaction | shares69,000,000
Over-Allotment Option [Member]
Sale of Stock, Number of Shares Issued in Transaction | shares9,000,000
Sale of Stock, Price Per Share | $ / shares $ 10
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares $ 11.50

Private Placement - Additional

Private Placement - Additional Information (Detail) - Private Placement Warrants [Member]6 Months Ended
Jun. 30, 2021USD ($)$ / sharesshares
Number of warrants issued | shares15,800,000
Warrants issue price $ 1
Proceeds from Issuance of Warrants | $ $ 15,800,000
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)Jul. 10, 2020Jun. 30, 2021Jun. 30, 2021Dec. 31, 2020Jan. 19, 2021Jul. 23, 2020
Payments of Stock Issuance Costs $ 13,800,000
Due to related party $ 2,330 2,330 $ 17,703
Repayments of Related Party Debt19,458 1,383,191
Line of Credit Facility, Maximum Borrowing Capacity $ 2,000,000
Convertible Debt2,000,000 2,000,000
Amortization of Debt Discount (Premium)1,000,000 $ 2,000,000
IPO [Member]
Sale of Stock, Number of Shares Issued in Transaction69,000,000
IPO [Member] | Sponsor [Member]
Due to related party1,404,979 $ 1,404,979
Founder Shares [Member]
Payments of Stock Issuance Costs $ 25,000
Number of shares transferred75,000
Stock issued during period subject to forfeiture2,250,000
Percent of stock convertible20.00%
Stock issued during period not subject to forfeiture2,250,000
Stock price threshold limit $ 12
Promissory Note [Member]
Line of Credit Facility, Maximum Borrowing Capacity $ 300,000
Working Capital Loans [Member]
Convertible Debt2,000,000 2,000,000 $ 2,000,000
Warrant issue price $ 1
Long-term Debt, Gross2,000,000 2,000,000 $ 0
Amortization of Debt Discount (Premium) $ 1,000,000 $ 2,000,000
Common Class B [Member] | Founder Shares [Member]
Sale of Stock, Number of Shares Issued in Transaction17,250,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)Feb. 02, 2021Aug. 12, 2020Jul. 24, 2020Jun. 30, 2021
Other Commitments [Line Items]
Cash underwriting fee per unit $ 0.20
Payment of stock issuance costs $ 13,800,000
Deferred underwriting fee payable per share $ 0.35
Deferred underwriting fee payable non current $ 24,150,000
Business Combination Agreement
Other Commitments [Line Items]
Sale of Stock, Number of Shares Issued in Transaction15,000,000
Sale of Stock, Price Per Share $ 10
Proceeds from Issuance of Common Stock $ 150,000,000
Forward Contracts [Member]
Other Commitments [Line Items]
Stock Repurchased During Period, Shares17,500,000 17,500,000
Purchase price per share $ 10 $ 10
Payments for repurchase of private placement $ 175,000,000 $ 175,000,000

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Detail) - $ / shares6 Months Ended
Jun. 30, 2021Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock shares authorised1,000,000 1,000,000
Preferred stock par or stated value per share $ 0.0001 $ 0.0001
Preferred stock shares issued0 0
Preferred stock shares outstanding0 0
Temporary equity shares outstanding69,000,000 44,106,311
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorised200,000,000 200,000,000
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares issued0 24,893,689
Common stock shares outstanding0 24,893,689
Temporary equity shares outstanding69,000,000 44,106,311
Common stock shares description of voting rightsone vote
Common Class A [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Percentage of common stock outstanding20.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorised20,000,000 20,000,000
Common stock par or stated value per share $ 0.0001 $ 0.0001
Common stock shares issued17,250,000 17,250,000
Common stock shares outstanding17,250,000 17,250,000
Common stock shares description of voting rightsone vote

Warrant Liability - Additional

Warrant Liability - Additional Information (Detail) - $ / shares6 Months Ended
Jun. 30, 2021Jul. 10, 2020
Warrants or rights term5 years
Percentage Of The Market Value [Member]
Exercise price of warrants percentage115.00%
Percentage Of The Newly Issued Price [Member]
Exercise price of warrants percentage115.00%
Common Class A [Member] | Percentage Of The Market Value [Member]
Redemption trigger share price percentage180.00%
Common Class A [Member] | Percentage Of The Newly Issued Price [Member]
Redemption trigger share price percentage180.00%
Common Class A [Member] | Event Triggering Warrant Price Adjustment [Member] | Founder Shares [Member]
Sale of stock issue price per share $ 9.20
Percentage of the total gross proceeds from equity issuances for business combination60.00%
Volume weighted average trading price of ordinary shares $ 9.20
Triggering Share Price One [Member]
Share Price18 $ 18
Warrants redemption price0.01
Triggering Share Price Two [Member]
Share Price10 $ 10
Warrants redemption price $ 0.10

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Company's Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring - USD ($)Jun. 30, 2021Dec. 31, 2020
Level 1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets – Assets Held in Trust Account $ 690,021,942 $ 0
Warrant Liability – Public Warrants27,738,000 59,064,000
Level 2
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
FPA Liablity6,830,624 69,874,782
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant Liability – Private Placement Warrants34,486,796 90,856,186
Level 3 | Conversion Option On Working Capital Loan [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant Liability – Conversion option on working capital loan $ 2,365,417 $ 0

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Changes in the Fair Value of Warrant Liabilities (Detail) - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2021
Fair value as of January 1, 2021 $ 149,920,186
Change in valuation inputs or other assumptions $ 14,706,065 (87,695,390)
Fair value as of June 30, 202162,224,796 62,224,796
Private Placement | Level 3
Fair value as of January 1, 202190,856,186
Change in valuation inputs or other assumptions(56,369,390)
Fair value as of June 30, 2021 $ 34,486,796 $ 34,486,796

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary Of Changes In The Fair Value Of FPA Conversion Option Liabilities (Detail)6 Months Ended
Jun. 30, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 1, 2021 $ 0
Initial classification of conversion option liability8,480,557
Change in fair value(6,115,140)
Fair value as of June 30, 2021 $ 2,365,417

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of the Changes in the Fair Value of the FPA Liability (Detail) - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2021
Disclosure Of Changes In The Fair Value Of FPA Liability [Line Items]
Change in fair value of FPA liability $ (186,812) $ (63,044,158)
Fair Value, Recurring [Member] | Level 2
Disclosure Of Changes In The Fair Value Of FPA Liability [Line Items]
Fair value as of January 1, 202169,874,782
Change in fair value of FPA liability(63,044,158)
Fair value as of June 30, 2021 $ 6,830,624 $ 6,830,624

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)6 Months Ended
Jun. 30, 2021Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Net Derivative Asset (Liability) Period Increase (Decrease) $ 175,000,000
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Adjusted net assets method utilized175,000,000
Cash [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust account $ 690,000,000
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in trust account $ 690,021,942