Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-39607 | |
Entity Tax Identification Number | 98-1547291 | |
Entity Address, Address Line One | 317 University Ave | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94301 | |
City Area Code | 650) | |
Local Phone Number | 521-9007 | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001818873 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Registrant Name | Social Capital Hedosophia Holdings Corp. VI | |
Unit of class A and one-fourth of redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant | |
Trading Symbol | IPOF.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | IPOF | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 115,000,000 | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | IPOF WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 23,081 | $ 366,309 |
Prepaid expenses | 658,878 | 876,165 |
Total Current Assets | 681,959 | 1,242,474 |
Marketable securities held in Trust Account | 1,150,081,613 | 1,150,024,578 |
Total Assets | 1,150,763,572 | 1,151,267,052 |
Current liabilities | ||
Accrued expenses | 1,909,515 | 188,583 |
Advance from related party | 322,797 | 5,000 |
Total Current Liabilities | 2,232,312 | 193,583 |
Deferred underwriting fee payable | 40,250,000 | 40,250,000 |
Warrant liabilities | 81,885,000 | 130,037,500 |
Total Liabilities | 124,367,312 | 170,481,083 |
Commitments and Contingencies (see Note 6) | ||
Temporary Equity | ||
Class A ordinary shares subject to possible redemption, 102,139,625 and 97,576,511 shares at redemption value at June 30, 2021 and December 31, 2020, respectively. | 1,021,396,250 | 975,785,963 |
Permanent Equity | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 33,503,682 | 79,113,513 |
Accumulated deficit | (28,507,833) | (74,118,124) |
Total Permanent Equity | 5,000,010 | 5,000,006 |
Total Liabilities, Temporary Equity and Permanent Equity | 1,150,763,572 | 1,151,267,052 |
Class A ordinary shares | ||
Permanent Equity | ||
Ordinary shares, value issued | 1,286 | 1,742 |
Class B ordinary shares | ||
Permanent Equity | ||
Ordinary shares, value issued | $ 2,875 | $ 2,875 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares subject to possible redemption (in shares) | 102,139,625 | 97,576,511 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 12,860,375 | 17,423,489 |
Common Stock, Shares, Outstanding | 12,860,375 | 17,423,489 |
Number of shares subject to possible redemption | 102,139,625 | 97,576,511 |
Class B ordinary shares | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 28,750,000 | 28,750,000 |
Common Stock, Shares, Outstanding | 28,750,000 | 28,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
CONDENSED STATEMENTS OF OPERATIONS | ||
General and administrative expenses | $ 2,149,889 | $ 2,599,244 |
Loss from operations | (2,149,889) | (2,599,244) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 28,675 | 57,035 |
Change in fair value of warrant liabilities | 22,657,500 | 48,152,500 |
Total other income | 22,686,175 | 48,209,535 |
Net income | $ 20,536,286 | $ 45,610,291 |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 100,081,390 | 98,835,870 |
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption | $ 0 | $ 0 |
Basic weighted average shares outstanding, Non-redeemable ordinary shares | 43,668,610 | 44,914,130 |
Basic net income per share, Non-redeemable ordinary shares | $ 0.47 | $ 1.01 |
Diluted weighted average shares outstanding, Non-redeemable ordinary shares | 43,668,610 | 46,118,610 |
Diluted net income per share, Non-redeemable ordinary shares | $ 0.47 | $ (0.06) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND PERMANENT EQUITY - USD ($) | Common Stock [Member]Class A ordinary shares | Common Stock [Member]Class B ordinary shares | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Temporary Equity [Member] | Class A ordinary shares | Total |
Balance at Dec. 31, 2020 | $ 1,742 | $ 2,875 | $ 79,113,513 | $ (74,118,124) | $ 5,000,006 | ||
Balance (in shares) at Dec. 31, 2020 | 17,423,489 | 28,750,000 | |||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 975,785,963 | 975,785,963 | |||||
Temporary Equity, Balance (in shares) at Dec. 31, 2020 | 97,576,511 | 97,576,511 | |||||
Class A ordinary shares subject to possible redemption | $ (250) | (25,073,757) | 0 | $ 25,074,007 | (25,074,007) | ||
Class A ordinary shares subject to possible redemption (in shares) | (2,504,879) | 2,504,879 | |||||
Net income | $ 0 | $ 0 | 0 | 25,074,005 | $ 0 | 25,074,005 | |
Balance at Mar. 31, 2021 | $ 1,492 | $ 2,875 | 54,039,756 | (49,044,119) | 5,000,004 | ||
Balance (in shares) at Mar. 31, 2021 | 14,918,610 | 28,750,000 | |||||
Temporary Equity, Balance at Mar. 31, 2021 | $ 1,000,859,970 | ||||||
Temporary Equity, Balance (in shares) at Mar. 31, 2021 | 100,081,390 | ||||||
Balance at Dec. 31, 2020 | $ 1,742 | $ 2,875 | 79,113,513 | (74,118,124) | 5,000,006 | ||
Balance (in shares) at Dec. 31, 2020 | 17,423,489 | 28,750,000 | |||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 975,785,963 | 975,785,963 | |||||
Temporary Equity, Balance (in shares) at Dec. 31, 2020 | 97,576,511 | 97,576,511 | |||||
Net income | 45,610,291 | ||||||
Balance at Jun. 30, 2021 | $ 1,286 | $ 2,875 | 33,503,682 | (28,507,833) | 5,000,010 | ||
Balance (in shares) at Jun. 30, 2021 | 12,860,375 | 28,750,000 | |||||
Temporary Equity, Balance at Jun. 30, 2021 | $ 1,021,396,250 | 1,021,396,250 | |||||
Temporary Equity, Balance (in shares) at Jun. 30, 2021 | 102,139,625 | 102,139,625 | |||||
Balance at Mar. 31, 2021 | $ 1,492 | $ 2,875 | 54,039,756 | (49,044,119) | 5,000,004 | ||
Balance (in shares) at Mar. 31, 2021 | 14,918,610 | 28,750,000 | |||||
Temporary Equity, Balance at Mar. 31, 2021 | $ 1,000,859,970 | ||||||
Temporary Equity, Balance (in shares) at Mar. 31, 2021 | 100,081,390 | ||||||
Change in value of ordinary share subject to redemption | $ (206) | (20,536,074) | $ 20,536,280 | (20,536,280) | |||
Change in value of ordinary share subject to redemption (in shares) | (2,058,235) | 2,058,235 | |||||
Net income | $ 0 | 0 | 20,536,286 | 20,536,286 | |||
Balance at Jun. 30, 2021 | $ 1,286 | $ 2,875 | $ 33,503,682 | $ (28,507,833) | 5,000,010 | ||
Balance (in shares) at Jun. 30, 2021 | 12,860,375 | 28,750,000 | |||||
Temporary Equity, Balance at Jun. 30, 2021 | $ 1,021,396,250 | $ 1,021,396,250 | |||||
Temporary Equity, Balance (in shares) at Jun. 30, 2021 | 102,139,625 | 102,139,625 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 45,610,291 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (57,035) |
Change in fair value of warrant liabilities | (48,152,500) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 217,287 |
Accrued expenses | 1,720,932 |
Net cash used in operating activities | (661,025) |
Cash Flows from Financing Activities: | |
Advances from related party | 322,797 |
Repayment of advances from related party | (5,000) |
Net cash provided by financing activities | 317,797 |
Proceeds from promissory note - related party | 322,797 |
Net Change in Cash | (343,228) |
Cash - Beginning | 366,309 |
Cash - Ending | 23,081 |
Non-Cash Investing and Financing Activities: | |
Change in value of Class A ordinary shares subject to possible redemption | $ 45,610,287 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Social Capital Hedosophia Holdings Corp. VI (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 10, 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 (a “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses operating in the technology industries. 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 10, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering became effective on October 8, 2020. On October 14, 2020, the Company consummated the Initial Public Offering of 115,000,000 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 the over-allotment option to purchase an additional 15,000,000 Units, at $10.00 per Unit, generating gross proceeds of $1,150,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,000,000 warrants (the “Private Placement Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to the Company’s sponsor, SCH Sponsor VI LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $22,000,000, which is described in Note 4. Transaction costs amounted to $60,816,147, consisting of $20,000,000 of underwriting fees, $40,250,000 of deferred underwriting fees and $566,147 of other offering costs. Of the total transaction costs incurred, $2,246,990 was recognized as an expense on the statement of operations for the period ended December 31, 2020, in the as this amount related to the warrants recognized as liabilities. Following the closing of the Initial Public Offering on October 14, 2020, an amount of $1,150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange 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 net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). 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 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. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 following any related share redemptions and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the 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 and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, 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 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 not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial 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 Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until October 14, 2022 to consummate a Business Combination. However, if the Company has not completed a Business Combination by October 14, 2022 (as such period may be extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 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 (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Going Concern As of June 30, 2021, the Company had $23,081 in its operating bank accounts, $1,150,081,613 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $1,550,353. At June 30, 2021, approximately $81,613 of the amount on deposit in the Trust Account represented cumulative interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The preparation of the interim financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying notes. Actual results could differ materially from these estimates. The data contained in these condensed financial statements are unaudited and are subject to year-end adjustments. However, in the opinion of management, all known adjustments have been made to present fairly the operating results for the unaudited period. |
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 Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with GAAP and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on June 22, 2021. The interim results for the three or six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant 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. Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the money market fund were invested primarily in U.S. Treasury securities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity.” A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. 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 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Components of Equity Upon the Initial Public Offering, the Company issued Class A Ordinary shares and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $58,551,750 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $58,569,157 to the Class A Ordinary shares. A portion of the 115,000,000 Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company is considered an exempted Cayman Islands Company 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 On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statements of operations. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company’s statements 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 method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period, basic and diluted. Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Six Months Ended Ended June 30, June 30, 2021 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to Ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 25,469 $ 50,658 Net income attributable to Class A ordinary shares subject to possible redemption $ 25,469 $ 50,658 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 100,081,390 98,835,870 Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Ordinary shares Numerator: Net Income minus Net Earnings - Basic Net Income $ 20,536,286 $ 45,610,291 Less: Net income attributable to Class A ordinary shares subject to possible redemption (25,469) (50,658) Non-Redeemable Net Income - Basic $ 20,510,817 $ 45,559,633 Denominator: Weighted Average Non-Redeemable ordinary shares Basic weighted average shares outstanding, Non-redeemable ordinary shares 43,668,610 44,914,130 Basic net income per share, Non-redeemable ordinary shares $ 0.47 $ 1.01 Numerator: Net Income (loss) minus Net Earnings - Diluted Non-Redeemable Net Income - Basic $ 20,510,817 $ 45,559,633 Less: Change in fair value of derivative liability — (48,152,500) Non-Redeemable Net Income (Loss) - Diluted $ 20,510,817 $ (2,592,867) Denominator: Weighted Average Non-Redeemable ordinary shares (1) Diluted weighted average shares outstanding, Non-redeemable ordinary shares 43,668,610 46,118,610 Diluted net income per share, Non-redeemable ordinary shares $ 0.47 $ (0.06) For the six months ended June 30, 2021, diluted weighted average shares outstanding was calculated using the treasury stock method utilizing a weighted average share price of $11.86 and the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 39,750,000 Class A ordinary shares. For the six months ended June 30, 2021, 1,204,480 incremental shares were included in the diluted earnings per share calculation. For the three months ended June 30, 2021, the Company has not considered the effect of Public Warrants and Private Placement Warrants to purchase an aggregate of 39,750,000 Class A ordinary shares in the calculation of diluted income per share, since the average share price of the Company’s Class A ordinary shares for the period was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). Recent Accounting Standards In August 2020, the FASB issued 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” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. 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 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 Pursuant to the Initial Public Offering, the Company sold 115,000,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 15,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one- |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 11,000,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant, for an aggregate purchase price of $22,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 10, 2020, the Company issued one ordinary share to the Sponsor for no consideration. On July 16, 2020, the Company cancelled the one share issued in July 2020 and the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000. On September 17, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 28,750,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, as described in Note 7. The Founder Shares included an aggregate of up to 3,750,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Class B ordinary shares or Class A ordinary shares received upon conversion thereof (together, “Founder Shares”) until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a 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 dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement whereby, commencing on October 9, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. For the three and six months ended June 30, 2021, the Company incurred $30,000 and $60,000, respectively, in fees for these services. At June 30, 2021, a total of $85,000 of administrative support services is included in accrued expenses in the accompanying balance sheets. Advance from Related Party Through June 30, 2021, the Sponsor paid for certain offering and other administrative costs on behalf of the Company in connection with the Initial Public Offering. The advances are non-interest bearing and due on demand. At June 30, 2021 and December 31, 2020, advances amounting to $322,797 and $5,000, respectively, were outstanding. Promissory Note — Related Party On July 16, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021 and (ii) the completion of the Initial Public Offering. The Promissory Note was amended and restated on September 17, 2020 solely to increase the amount that could be borrowed to an aggregate principal amount of $500,000. The aggregate outstanding balance under the Promissory Note of $500,000 was repaid at the closing of the Initial Public Offering on October 14, 2020. Borrowings under the Promissory Note are no longer available. 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 $2,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $2.00 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 8, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $40,250,000 in the aggregate. The deferred fee will become payable to the underwriter 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. Financial Advisory Fee The underwriters agreed to reimburse the Company for an amount equal to (1) 10% of the non-deferred underwriting commission payable to the underwriter, of which $2,000,000 was paid to Connaught (UK) Limited (“Connaught”) upon the closing of the Initial Public Offering, and (2) 20% of the deferred underwriting commission payable to the underwriter, of which $8,050,000 will be paid to Connaught upon the closing of the Business Combination . Restricted Stock Unit Award In December 2020, pursuant to a Director Restricted Stock Unit Award Agreement, dated December 7, 2020, between the Company and Ms. Leary, the Company granted 100,000 restricted stock units (“RSUs”) to Ms. Leary, which grant is contingent on both the consummation of our initial Business Combination and a shareholder approved equity plan. The RSUs will vest upon the consummation of such initial Business Combination and represent 100,000 Class A ordinary shares of the Company that will settle on a date we select in the year following the year in which such Business Combination occurs. |
TEMPORARY EQUITY AND PERMANENT
TEMPORARY EQUITY AND PERMANENT EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
TEMPORARY EQUITY AND PERMANENT EQUITY | |
TEMPORARY EQUITY AND PERMANENT EQUITY | NOTE 7. TEMPORARY EQUITY AND PERMANENT EQUITY Preferred Shares Class A Ordinary Shares issued outstanding Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the completion of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Founder Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
WARRANT LIABILITIES | |
WARRANT LIABILITIES | NOTE 8 . 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 Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration or a valid exemption from registration is available. No The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. 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 thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public 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 Public 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 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 Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder and ● if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). 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 based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public 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. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional 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 completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public 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 prices described above 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 prices described will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and 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: June 30, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account (1) 1 $ 1,150,081,613 $ 1,150,024,578 Liabilities: Public Warrants (2) 1 59,225,000 94,012,500 Private Placement Warrants (2) 2 $ 22,660,000 $ 36,025,000 (1) The fair value of the marketable securities held in trust account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of June 30, 2021 and December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker IPOF.WS. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. As of June 30, 2021, the aggregate values of the Public Warrants and Private Placement Warrants were $59.2 million and $22.7 million, respectively, based on a fair value of $2.06 per warrant As of December 31, 2020, the aggregate values of the Public Warrants and Private Placement Warrants were $94.0 million and $36.0 million, respectively, based on fair values of $3.27 and $3.275, respectively, per warrant. The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of December 31, 2020 $ 94,012,500 $ 36,025,000 $ 130,037,500 Change in valuation inputs or other assumptions (1)(2) (34,787,500) (13,365,000) (48,152,500) Fair value as of June 30, 2021 $ 59,225,000 $ 22,660,000 $ 81,885,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the statements of operations. (2) There were no transfers in or out of Level 3 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with GAAP and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on June 22, 2021. The interim results for the three or six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant 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 | 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the money market fund were invested primarily in U.S. Treasury securities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity.” A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants were recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. |
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 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. |
Components of Equity | Components of Equity Upon the Initial Public Offering, the Company issued Class A Ordinary shares and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $58,551,750 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $58,569,157 to the Class A Ordinary shares. A portion of the 115,000,000 Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company is considered an exempted Cayman Islands Company 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 On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOLs”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company’s financial position or statements of operations. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company’s statements 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 method of income (loss) per share. Net income (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period, basic and diluted. Non-redeemable ordinary shares include Founder Shares and non-redeemable ordinary shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Six Months Ended Ended June 30, June 30, 2021 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to Ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 25,469 $ 50,658 Net income attributable to Class A ordinary shares subject to possible redemption $ 25,469 $ 50,658 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 100,081,390 98,835,870 Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Ordinary shares Numerator: Net Income minus Net Earnings - Basic Net Income $ 20,536,286 $ 45,610,291 Less: Net income attributable to Class A ordinary shares subject to possible redemption (25,469) (50,658) Non-Redeemable Net Income - Basic $ 20,510,817 $ 45,559,633 Denominator: Weighted Average Non-Redeemable ordinary shares Basic weighted average shares outstanding, Non-redeemable ordinary shares 43,668,610 44,914,130 Basic net income per share, Non-redeemable ordinary shares $ 0.47 $ 1.01 Numerator: Net Income (loss) minus Net Earnings - Diluted Non-Redeemable Net Income - Basic $ 20,510,817 $ 45,559,633 Less: Change in fair value of derivative liability — (48,152,500) Non-Redeemable Net Income (Loss) - Diluted $ 20,510,817 $ (2,592,867) Denominator: Weighted Average Non-Redeemable ordinary shares (1) Diluted weighted average shares outstanding, Non-redeemable ordinary shares 43,668,610 46,118,610 Diluted net income per share, Non-redeemable ordinary shares $ 0.47 $ (0.06) For the six months ended June 30, 2021, diluted weighted average shares outstanding was calculated using the treasury stock method utilizing a weighted average share price of $11.86 and the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 39,750,000 Class A ordinary shares. For the six months ended June 30, 2021, 1,204,480 incremental shares were included in the diluted earnings per share calculation. For the three months ended June 30, 2021, the Company has not considered the effect of Public Warrants and Private Placement Warrants to purchase an aggregate of 39,750,000 Class A ordinary shares in the calculation of diluted income per share, since the average share price of the Company’s Class A ordinary shares for the period was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued 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” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. 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 financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | Three Months Six Months Ended Ended June 30, June 30, 2021 2021 Ordinary shares subject to possible redemption Numerator: Earnings allocable to Ordinary shares subject to possible redemption Interest earned on marketable securities held in Trust Account $ 25,469 $ 50,658 Net income attributable to Class A ordinary shares subject to possible redemption $ 25,469 $ 50,658 Denominator: Weighted Average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 100,081,390 98,835,870 Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption $ 0.00 $ 0.00 Non-Redeemable Ordinary shares Numerator: Net Income minus Net Earnings - Basic Net Income $ 20,536,286 $ 45,610,291 Less: Net income attributable to Class A ordinary shares subject to possible redemption (25,469) (50,658) Non-Redeemable Net Income - Basic $ 20,510,817 $ 45,559,633 Denominator: Weighted Average Non-Redeemable ordinary shares Basic weighted average shares outstanding, Non-redeemable ordinary shares 43,668,610 44,914,130 Basic net income per share, Non-redeemable ordinary shares $ 0.47 $ 1.01 Numerator: Net Income (loss) minus Net Earnings - Diluted Non-Redeemable Net Income - Basic $ 20,510,817 $ 45,559,633 Less: Change in fair value of derivative liability — (48,152,500) Non-Redeemable Net Income (Loss) - Diluted $ 20,510,817 $ (2,592,867) Denominator: Weighted Average Non-Redeemable ordinary shares (1) Diluted weighted average shares outstanding, Non-redeemable ordinary shares 43,668,610 46,118,610 Diluted net income per share, Non-redeemable ordinary shares $ 0.47 $ (0.06) For the six months ended June 30, 2021, diluted weighted average shares outstanding was calculated using the treasury stock method utilizing a weighted average share price of $11.86 and the effect of the Public Warrants and Private Placement Warrants to purchase an aggregate of 39,750,000 Class A ordinary shares. For the six months ended June 30, 2021, 1,204,480 incremental shares were included in the diluted earnings per share calculation. For the three months ended June 30, 2021, the Company has not considered the effect of Public Warrants and Private Placement Warrants to purchase an aggregate of 39,750,000 Class A ordinary shares in the calculation of diluted income per share, since the average share price of the Company’s Class A ordinary shares for the period was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | June 30, December 31, Description Level 2021 2020 Assets: Marketable securities held in Trust Account (1) 1 $ 1,150,081,613 $ 1,150,024,578 Liabilities: Public Warrants (2) 1 59,225,000 94,012,500 Private Placement Warrants (2) 2 $ 22,660,000 $ 36,025,000 (1) The fair value of the marketable securities held in trust account approximates the carrying amount primarily due to their short-term nature. (2) Measured at fair value on a recurring basis. |
Schedule of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of December 31, 2020 $ 94,012,500 $ 36,025,000 $ 130,037,500 Change in valuation inputs or other assumptions (1)(2) (34,787,500) (13,365,000) (48,152,500) Fair value as of June 30, 2021 $ 59,225,000 $ 22,660,000 $ 81,885,000 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the statements of operations. (2) There were no transfers in or out of Level 3 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Oct. 14, 2020USD ($)D$ / sharesshares | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Units issue price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 1,150,000,000 | ||
Transaction costs | 60,816,147 | ||
Underwriting fees | 20,000,000 | ||
Deferred underwriting fees | 40,250,000 | ||
Deferred offering costs | 566,147 | ||
Cash available for working capital purposes | $ 2,246,990 | ||
Maturity term of U.S. government securities | 185 days | ||
Operating businesses or assets with a fair market value, percentage | 80.00% | ||
Ownership percentage | 50.00% | ||
Redemption of shares by Public Shareholders, Number of days considered | D | 2 | ||
Minimum net tangible assets to complete business combination | $ 5,000,001 | ||
Percentage of aggregate common shares that may not be redeemed without prior consent | 15.00% | ||
Percentage of public shares required to be redeemed if business combination is not completed within specified period | 100.00% | ||
Number of business days after which the public shares are to be redeemed if business combination is not completed within specified period | D | 10 | ||
Maximum interest earned to be used to pay dissolution expenses | $ 100,000 | ||
Reduction in the amount of funds held in trust account (in dollars per share) | $ / shares | $ 10 | ||
Amount in operating bank accounts | $ 23,081 | $ 366,309 | |
Securities held in the trust account | 1,150,081,613 | $ 1,150,024,578 | |
Working capital | 1,550,353 | ||
Interest earned on marketable securities held in Trust Account | $ 81,613 | ||
Initial Public Offering. | |||
Units issued (in shares) | shares | 115,000,000 | ||
Units issue price (in dollars per share) | $ / shares | $ 10 | ||
Cash held in trust account | $ 1,150,000,000 | ||
Over-allotment option | |||
Units issued (in shares) | shares | 15,000,000 | ||
Private placement. | |||
Number of warrants issued | shares | 11,000,000 | ||
Issue price of warrants (in dollars per share) | $ / shares | $ 2 | ||
Proceeds from sale of Private Placement Warrants | $ 22,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Oct. 14, 2020 | Mar. 27, 2020 | Mar. 26, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Underwriting discounts and offering costs | $ 566,147 | |||||
Fair value of warrants issued | $ (22,657,500) | $ (48,152,500) | ||||
Unrecognized tax benefits | 0 | 0 | ||||
Unrecognized tax benefits, interest and penalties accrued | $ 0 | |||||
Tax provision | 0 | |||||
Business interest limitation, percentage | 50.00% | 30.00% | ||||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 | ||||
Weighted average share price | $ 9.20 | $ 9.20 | ||||
Incremental diluted earnings per share | 1,204,480 | |||||
Private placement. | ||||||
Warrants sold in the Initial Public Offering and the private placement to purchase ordinary shares | 11,000,000 | |||||
Public Warrants | ||||||
Fair value of warrants issued | $ 58,551,750 | |||||
Public Warrants | Private Placement Warrants | ||||||
Weighted average share price | $ 11.86 | $ 11.86 | ||||
Warrants to purchase ordinary shares excluded from computation of diluted loss per share | 39,750,000 | |||||
Class A ordinary shares | ||||||
Underwriting discounts and offering costs | $ 58,569,157 | $ 58,569,157 | ||||
Units issued (in shares) | 115,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss Per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | |||
Interest earned on marketable securities held in Trust Account | $ 25,469 | $ 50,658 | |
Net income attributable to Class A ordinary shares subject to possible redemption | $ 25,469 | $ 50,658 | |
Denominator: Weighted Average Class A ordinary shares subject to possible redemption | |||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 100,081,390 | 98,835,870 | |
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption | $ 0 | $ 0 | |
Non-Redeemable Ordinary shares Numerator: Net Income minus Net Earnings - Basic | |||
Net income | $ 20,536,286 | $ 25,074,005 | $ 45,610,291 |
Less: Net income attributable to Class A ordinary shares subject to possible redemption | (25,469) | (50,658) | |
Non-Redeemable Net Income - Basic | $ 20,510,817 | $ 45,559,633 | |
Denominator: Weighted Average Non-Redeemable ordinary shares | |||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 43,668,610 | 44,914,130 | |
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption | $ 0.47 | $ 1.01 | |
Numerator: Net Income (loss) minus Net Earnings - Diluted | |||
Non-Redeemable Net Income - Basic | $ 20,510,817 | $ 45,559,633 | |
Less: Change in fair value of derivative liability | (48,152,500) | ||
Non-Redeemable Net Income (Loss) - Diluted | $ 20,510,817 | $ (2,592,867) | |
Denominator: Weighted Average Non-Redeemable ordinary shares | |||
Diluted weighted average shares outstanding, Non-redeemable ordinary shares | 43,668,610 | 46,118,610 | |
Diluted net income per share, Non-redeemable ordinary shares | $ 0.47 | $ (0.06) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Oct. 14, 2020 | Jun. 30, 2021 |
Initial Public Offering, Disclosure [Line Items] | ||
Units issue price (in dollars per share) | $ 10 | |
Class A ordinary shares | ||
Initial Public Offering, Disclosure [Line Items] | ||
Units issued (in shares) | 115,000,000 | |
Units issue price (in dollars per share) | $ 10 | |
Initial Public Offering. | ||
Initial Public Offering, Disclosure [Line Items] | ||
Units issued (in shares) | 115,000,000 | |
Units issue price (in dollars per share) | $ 10 | |
Number of public warrants that each unit consists (in shares) | 0.25 | |
Initial Public Offering. | Class A ordinary shares | ||
Initial Public Offering, Disclosure [Line Items] | ||
Number of common stocks included in each unit | 1 | |
Number of shares called for by each public warrant (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private placement. | Oct. 14, 2020USD ($)$ / sharesshares |
Private Placement, Disclosure [Line Items] | |
Number of warrants issued | shares | 11,000,000 |
Issue price of warrants (in dollars per share) | $ / shares | $ 2 |
Aggregate purchase price | $ | $ 22,000,000 |
Class A ordinary shares | |
Private Placement, Disclosure [Line Items] | |
Number of shares called for by each public warrant (in shares) | shares | 1 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 |
Sponsor | |
Private Placement, Disclosure [Line Items] | |
Number of warrants issued | shares | 11,000,000 |
Issue price of warrants (in dollars per share) | $ / shares | $ 2 |
Aggregate purchase price | $ | $ 22,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Oct. 14, 2020 | Sep. 17, 2020 | Jul. 16, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Proceeds from promissory note - related party | $ 322,797 | |||||
Related Party Loans [Member] | ||||||
Price of warrants (in dollars per share) | $ 2 | |||||
Sponsor | ||||||
Administrative Support Agreement, total expenses incurred | $ 85,000 | |||||
Maximum | Related Party Loans [Member] | ||||||
Loans convertible into warrants | 2,500,000 | |||||
Initial Public Offering. | ||||||
Units issued (in shares) | 115,000,000 | |||||
Sponsor | ||||||
Number of shares issued to sponsor cancelled | 1 | |||||
Units issued (in shares) | 2,875,000 | |||||
Debt Instrument, Face Amount | $ 25,000 | |||||
Number of shares held by sponsor | 28,750,000 | |||||
Number of shares held by sponsor subject to forfeiture | 3,750,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering held by the sponsor | 20.00% | |||||
Sponsor for monthly fee | $ 10,000 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Administrative expenses incurred | $ 30,000 | 60,000 | ||||
Sponsor | Initial Public Offering. | ||||||
Services fee outstanding | $ 5,000 | $ 322,797 | ||||
Notes Payable, Other Payables | Sponsor | ||||||
Amount repaid | $ 500,000 | |||||
Notes Payable, Other Payables | Sponsor | ||||||
Debt Instrument, Face Amount | $ 500,000 | $ 300,000 | ||||
Class A ordinary shares | Sponsor | ||||||
Sale of stock, price per share | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Deferred underwriting fees (in dollars per share) | $ 0.35 | |
Deferred Underwriting Fees | $ 40,250,000 | |
Non-deferred underwriting commission payable | 10.00% | |
Non-deferred underwriting commission paid upon the closing of the Initial Public Offering | $ 2,000,000 | |
Deferred underwriting commission payable | 20.00% | |
Deferred underwriting commission paid upon the closing of the Business Combination | $ 8,050,000 | |
Restricted stock unit award agreement granted | 100,000 | |
Class A ordinary shares | ||
Restricted stock unit | 100,000 |
TEMPORARY EQUITY AND PERMANEN_2
TEMPORARY EQUITY AND PERMANENT EQUITY (Details) | 6 Months Ended | |
Jun. 30, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A ordinary shares | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
Voting rights of common stock per share | Vote | 1 | |
Common Stock, Shares, Issued | 12,860,375 | 17,423,489 |
Common Stock, Shares, Outstanding | 12,860,375 | 17,423,489 |
Ordinary shares subject to possible redemption (in shares) | 102,139,625 | 97,576,511 |
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | |
Shares subject to possible redemption | 102,139,625 | 97,576,511 |
Class B ordinary shares | ||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
Voting rights of common stock per share | Vote | 1 | |
Common Stock, Shares, Issued | 28,750,000 | 28,750,000 |
Common Stock, Shares, Outstanding | 28,750,000 | 28,750,000 |
WARRANTS (Details)
WARRANTS (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Warrants | |
Warrants exercisable term from the completion of business combination | 30 days |
Warrants exercisable term from the closing of the public offering | 12 months |
Warrants expiration term | 5 years |
Warrants exercisable for cash | shares | 0 |
Threshold period for filling registration statement after business combination | 15 days |
Threshold period for filling registration statement within number of days of business combination | 60 days |
Closing price of share for threshold consecutive trading days | 30 days |
Share Price | $ 9.20 |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% |
Percentage of adjustment of redemption price of stock based on market value. | 180.00% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 | |
Warrants | |
Redemption price per warrant | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Closing price of share for threshold trading days | 20 days |
Share Price | $ 18 |
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 | |
Warrants | |
Redemption price per warrant | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Share Price | $ 10 |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured on Recurring Basis (Details) - Recurring - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Level 1 | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Marketable securities held in Trust Account | $ 1,150,081,613 | $ 1,150,024,578 |
Level 1 | Public Warrants | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrant liabilities | 59,225,000 | 94,012,500 |
Level 2 | Private Placement Warrants | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrant liabilities | $ 22,660,000 | $ 36,025,000 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Changes in the fair value of warrant liabilities | |
Fair value as of December 30, 2020 | $ 130,037,500 |
Change in valuation inputs or other assumptions | (48,152,500) |
Fair value as of June 30, 2021 | 81,885,000 |
Private Placement Warrants | |
Changes in the fair value of warrant liabilities | |
Fair value as of December 30, 2020 | 36,025,000 |
Change in valuation inputs or other assumptions | (13,365,000) |
Fair value as of June 30, 2021 | 22,660,000 |
Public Warrants | |
Changes in the fair value of warrant liabilities | |
Fair value as of December 30, 2020 | 94,012,500 |
Change in valuation inputs or other assumptions | (34,787,500) |
Fair value as of June 30, 2021 | $ 59,225,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Aggregate value of warrants | $ 81,885,000 | $ 130,037,500 |
Transfers into Level 3 | 0 | |
Transfers out of Level 3 | 0 | |
Private Placement Warrants | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Aggregate value of warrants | $ 22,660,000 | $ 36,025,000 |
Fair value per warrant | $ 2.06 | $ 3.27 |
Public Warrants | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Aggregate value of warrants | $ 59,225,000 | $ 94,012,500 |
Fair value per warrant | $ 2.06 | $ 3.275 |