Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | HIGHLAND TRANSCEND PARTNERS I CORP. |
Entity Central Index Key | 0001828817 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
BALANCE SHEET (AS RESTATED)
BALANCE SHEET (AS RESTATED) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2020 | Oct. 11, 2020 | |
Current assets | |||||||
Cash | $ 654,082 | $ 459,749 | |||||
Prepaid expenses | 610,811 | 998,675 | |||||
Total Current Assets | 1,264,893 | 1,458,424 | |||||
Investment securities held in Trust Account | 300,110,102 | 300,011,579 | |||||
TOTAL ASSETS | 301,374,995 | 301,470,003 | |||||
LIABILITIES AND SHAREHOLDERS' DEFICIT | |||||||
Current liabilities - Accrued expenses | 2,506,887 | 120,564 | |||||
Total Current Liabilities | 3,206,887 | 120,564 | |||||
Warrant liability | 23,000,000 | 17,126,666 | |||||
Deferred underwriting fee payable | 10,500,000 | 10,500,000 | $ 10,500,000 | ||||
Total Liabilities | 36,706,887 | 27,747,230 | |||||
Commitments and Contingencies | |||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 30,000,000 shares issued and outstanding at $10.00 per share redemption value | 300,000,000 | $ 300,000,000 | $ 300,000,000 | 300,000,000 | |||
Shareholders' Deficit | |||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | ||||||
Accumulated deficit | (27,261,775) | (29,136,806) | (26,278,018) | (22,545,434) | |||
Total Shareholders' Deficit | (35,331,892) | $ (27,261,025) | $ (29,136,056) | (26,277,227) | (22,544,647) | $ 0 | |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 301,374,995 | 301,470,003 | |||||
Redeemable Class A Ordinary Shares [Member] | |||||||
LIABILITIES AND SHAREHOLDERS' DEFICIT | |||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 30,000,000 shares issued and outstanding at $10.00 per share redemption value | 300,000,000 | $ 300,000,000 | |||||
Class B Non-redeemable Ordinary Shares [Member] | |||||||
Shareholders' Deficit | |||||||
Ordinary shares | 750 | 791 | [1] | ||||
Accumulated deficit | $ (35,332,642) | $ (26,278,018) | |||||
[1] | Includes up to 406,250 Class B ordinary shares subject to forfeiture as a result of the underwriters’ election to partially exercise its over-allotment option (see Note 5). |
BALANCE SHEET (AS RESTATED) (Pa
BALANCE SHEET (AS RESTATED) (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Shareholders' Equity | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 |
Preference shares, shares issued (in shares) | 0 |
Preference shares, shares outstanding (in shares) | 0 |
Redeemable Class A Ordinary Shares [Member] | |
LIABILITIES AND SHAREHOLDERS' DEFICIT | |
Class A ordinary shares, shares subject to possible redemption (in shares) | 30,000,000 |
Class A ordinary shares, redemption price (in dollars per share) | $ / shares | $ 10 |
Temporary Equity, Shares Issued | 30,000,000 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Shareholders' Equity | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 |
Ordinary shares, shares issued (in shares) | 0 |
Ordinary shares, shares outstanding (in shares) | 0 |
Class B Non-redeemable Ordinary Shares [Member] | |
Shareholders' Equity | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 |
Ordinary shares, shares issued (in shares) | 7,906,250 |
Ordinary shares, shares outstanding (in shares) | 7,906,250 |
Ordinary shares, subject to forfeiture (in shares) | 406,250 |
STATEMENT OF OPERATIONS (AS RES
STATEMENT OF OPERATIONS (AS RESTATED) | 3 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Loss from Operations | |
Formation and operating costs | $ 169,163 |
Loss from operations | (169,163) |
Other income (expense): | |
Change in fair value of warrant liability | (3,580,000) |
Transaction costs allocable to warrants | (506,782) |
Interest Income | 11,579 |
Total other income | (4,075,203) |
Net income (loss) | $ (4,244,366) |
Redeemable Class A Ordinary Shares [Member] | |
Other income (expense): | |
Basic weighted average shares outstanding (in shares) | shares | 9,375,000 |
Basic net income (loss) per share (in dollars per share) | $ / shares | $ (0.26) |
Class B Non-redeemable Ordinary Shares [Member] | |
Other income (expense): | |
Diluted weighted average shares outstanding (in shares) | shares | 7,070,313 |
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ (0.26) |
STATEMENT OF OPERATIONS (AS R_2
STATEMENT OF OPERATIONS (AS RESTATED) (Parenthetical) | Dec. 31, 2020shares |
Class B Non-redeemable Ordinary Shares [Member] | |
Ordinary shares, subject to forfeiture (in shares) | 406,250 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (AS RESTATED) - USD ($) | Additional Paid-in Capital [Member] | Ordinary Shares [Member]Class B Non-redeemable Ordinary Shares [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Oct. 11, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Oct. 11, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B ordinary shares to Sponsor | 24,209 | $ 791 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor (in shares) | 7,906,250 | |||
Proceeds received in excess of fair value of Private Placement Warrants | 3,253,334 | 3,253,334 | ||
Accretion for Class A ordinary shares to redemption amount | $ (3,277,543) | (22,033,652) | (25,311,195) | |
Net loss | (4,244,366) | (4,244,366) | ||
Ending balance at Dec. 31, 2020 | $ 791 | (26,278,018) | (26,277,227) | |
Ending balance (in shares) at Dec. 31, 2020 | 7,906,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | $ 0 | (2,858,829) | (2,858,829) | |
Ending balance at Mar. 31, 2021 | $ 750 | (29,136,806) | (29,136,056) | |
Ending balance (in shares) at Mar. 31, 2021 | 7,500,000 | |||
Beginning balance at Dec. 31, 2020 | $ 791 | (26,278,018) | (26,277,227) | |
Beginning balance (in shares) at Dec. 31, 2020 | 7,906,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (9,054,665) | |||
Ending balance at Sep. 30, 2021 | $ 750 | (35,332,642) | (35,331,892) | |
Ending balance (in shares) at Sep. 30, 2021 | 7,500,000 | |||
Beginning balance at Mar. 31, 2021 | $ 750 | (29,136,806) | (29,136,056) | |
Beginning balance (in shares) at Mar. 31, 2021 | 7,500,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | $ 0 | 1,875,031 | 1,875,031 | |
Ending balance at Jun. 30, 2021 | $ 750 | (27,261,775) | (27,261,025) | |
Ending balance (in shares) at Jun. 30, 2021 | 7,500,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | $ 0 | (8,070,867) | (8,070,867) | |
Ending balance at Sep. 30, 2021 | $ 750 | $ (35,332,642) | $ (35,331,892) | |
Ending balance (in shares) at Sep. 30, 2021 | 7,500,000 |
STATEMENT OF CHANGES IN SHARE_2
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (AS RESTATED) (Parenthetical) | Dec. 31, 2020shares |
Class B Non-redeemable Ordinary Shares [Member] | |
Ordinary shares, subject to forfeiture (in shares) | 406,250 |
STATEMENT OF CASH FLOWS (AS RES
STATEMENT OF CASH FLOWS (AS RESTATED) | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,244,366) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liability | 3,580,000 |
Transaction costs allocable to warrants | 506,782 |
Formation cost paid by Sponsor in exchange for issuance of founder shares | 5,000 |
Interest earned on investments held in Trust Account | (11,579) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (998,675) |
Accrued expenses | 120,564 |
Net cash used in operating activities | (1,042,274) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (300,000,000) |
Net cash used in investing activities | (300,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 294,000,000 |
Proceeds from sale of Private Placement Warrants | 8,000,000 |
Proceeds from promissory note - related party | (81,002) |
Payments of offering costs | (416,975) |
Net cash provided by financing activities | 301,502,023 |
Net Change in Cash | 459,749 |
Cash - End of period | 459,749 |
Non-Cash Investing and Financing Activities: | |
Deferred underwriting fee payable | $ 20,000 |
ORGANIZATION AND PLAN OF BUSINE
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | ||
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Highland Transcend Partners I Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 12, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate 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 was declared effective on December 2, 2020. On December 7, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Highland Transcend Partners, LLC (the “Sponsor”), generating gross proceeds of $8,000,000 , which is described in Note 4. Transaction costs amounted to $17,017,977 , consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $517,977 of other offering costs. Following the closing of the Initial Public Offering on December 7, 2020, an amount of $300,000,000 ( $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”), and will be 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest 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 stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (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 of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 7, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 earned and not previously released to the Company to pay the Company’s taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating 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. 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. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ( $10.00 ). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Highland Transcend Partners I Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 12, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through September 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 will generate 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 was declared effective on December 2, 2020. On December 7, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Highland Transcend Partners, LLC (the “Sponsor”), generating gross proceeds of $8,000,000 , which is described in Note 5. Transaction costs amounted to $17,017,977 , consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $517,977 of other offering costs. Following the closing of the Initial Public Offering on December 7, 2020, an amount of $300,000,000 ( $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”), and are 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest 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 stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). 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 of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 7, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 earned and not previously released to the Company to pay the Company’s taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating 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. 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. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ( $10.00 ). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on June 15, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 . Previously, the Company did not consider redeemable ordinary shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on December 11, 2020 (the “Post-IPO Balance Sheet”) and the Company's Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company's Amendment No. 1 to its Form 10-K as filed with the SEC on June 15, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q for the quarterly period ended September 30, 2021 to be filed with the SEC. This restatement also resulted in changes to the disclosure provided in footnotes 3 and 8 of these financial statements. Impact of the Restatement The impact of the restatement on the Post IPO Balance Sheet as of December 7, 2020 is presented below. Balance Sheet as of December 7, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Class A ordinary shares subject to possible redemption $ 272,455,350 $ 27,544,650 $ 300,000,000 Class A ordinary shares $ 275 $ (275) $ — Additional paid-in capital $ 5,510,723 $ (5,510,723) $ — Accumulated deficit $ (511,782) $ (22,033,652) $ (22,545,434) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (27,544,650) $ (22,544,647) Number of shares subject to redemption 27,245,535 2,754,465 30,000,000 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: Balance Sheet as of December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Class A ordinary shares subject to possible redemption $ 268,722,770 $ 31,277,230 $ 300,000,000 Class A ordinary shares $ 313 $ (313) $ — Additional paid-in capital $ 9,243,265 $ (9,243,265) $ — Accumulated deficit $ (4,244,366) $ (22,033,652) $ (26,278,018) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (31,277,230) $ (26,277,227) Number of shares subject to redemption 26,872,277 3,127,723 30,000,000 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period ended December 31, 2020: Statement of Operations for the period December 7, 2020 (inception) through December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Weighted average shares outstanding of Class A ordinary shares 30,000,000 (20,625,000) 9,375,000 Basic and diluted net loss per share, Class A ordinary shares $ — (0.26) $ (0.26) Weighted average shares outstanding of Class B ordinary shares 7,500,000 (429,688) 7,070,313 Basic and diluted loss income per share, Class B ordinary shares $ (0.57) 0.31 $ (0.26) The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: Statement of Cash Flows for the period from December 7, 2020 (inception) through December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Initial classification of Class A ordinary shares subject to possible redemption $ 272,455,350 $ (272,455,350) $ — Change in value of Class A ordinary shares subject to possible redemption $ (3,732,580) $ 3,732,580 $ — Going Concern Subsequent to the Company’s previously issued Form 10-K/A on June 22, 2021, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by December 7, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 7, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by December 7, 2022. | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary shares while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001 . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering Balance Sheet and Form 10-Q’s will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares pro rata in the income (loss) of the Company. There has been no change in the Company's total assets, liabilities, cash position, cash held in trust, or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table: As Previously As Reported Adjustment Restated Balance Sheet as of March 31, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 265,863,940 $ 34,136,060 $ 300,000,000 Ordinary shares $ 341 $ (341) $ — Additional paid-in capital $ 12,102,108 $ (12,102,108) $ — Accumulated deficit $ (7,103,195) $ (22,033,611) $ (29,136,806) Total Shareholder’s Equity (Deficit) $ 5,000,004 $ (34,136,060) $ (29,136,056) Balance Sheet as of June 30, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 267,738,970 $ 32,261,030 $ 300,000,000 Ordinary shares $ 323 $ (323) $ — Additional paid-in capital $ 10,227,096 $ (10,227,096) $ — Accumulated deficit $ (5,228,164) $ (22,033,611) $ (27,261,775) Total Shareholder’s Equity (Deficit) $ 5,000,005 $ (32,261,030) $ (27,261,025) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Change in value of Class A ordinary shares subject to possible redemption $ (2,858,830) $ 2,858,830 $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Change in value of Class A ordinary shares subject to possible redemption $ (983,800) $ 983,800 $ — As Previously As Reported Adjustment Restated Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 (14,117,647) 15,882,353 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.03 $ 0.03 Weighted average shares outstanding of Class B ordinary shares 7,500,000 (3,529,412) 3,970,588 Basic and diluted net loss per share, Class B ordinary shares $ (0.39) $ 0.42 $ 0.03 Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 — 30,000,000 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.02 $ 0.02 Weighted average shares outstanding of Class B ordinary shares 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B ordinary shares $ 0.24 $ (0.22) $ 0.02 Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 — 30,000,000 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.04 $ 0.04 Weighted average shares outstanding of Class B ordinary shares 7,500,000 (2,687,861) 4,812,139 Basic and diluted net loss per share, Class B ordinary shares $ (0.14) $ 0.18 $ 0.04 In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 7, 2022 to consummate the proposed Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 7, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by December 7, 2022. On September 8, 2021, the Company entered into an Agreement and Plan of Merger (as amended on October 21, 2021), by and among Picasso Merger Sub I, Inc., Picasso Merger Sub II, LLC, Picasso Merger Sub III, LLC, Carlyle Partners VII Pacer Holdings, L.P., CP VII Pacer Corp., CP VII Pacer EU L.P., Packable Holdings, LLC, and Shareholder Representative Services LLC. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 within these financial states 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 no t have any cash equivalents as of December 31, 2020. Investments Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 10). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption 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 ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 30,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption $ 300,000,000 Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounted to $17,017,977 , of which $16,511,195 were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering and $506,782 were expensed to the statement of operations. Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to tax examinations since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 26,283,053 Class A ordinary shares in the aggregate. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Period Ended December 7, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,395,493) $ (848,873) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.11) $ (0.11) 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 accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the Warrants (see Note 10). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations, or cash flows. The Company’s management does not believe any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q 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 Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020, as filed with the SEC on June 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 September 30, 2021 and December 31, 2020. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 10). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption 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 ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption $ 300,000,000 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity upon the completion of the Initial Public Offering. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,333,333 Class A ordinary shares in the aggregate. For the three and nine month periods ending September 30, 2021, the Company did no t have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (6,456,694) $ (1,614,173) $ (7,243,732) $ (1,810,933) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.22) $ (0.22) $ (0.24) $ (0.24) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liability which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective 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 Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
INITIAL PUBLIC OFFERING [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 4 —INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 10). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
PRIVATE PLACEMENT [Abstract] | ||
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000 , in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000 , in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 21, 2020, the Sponsor surrendered 1,437,500 Class B ordinary shares. On November 30, 2020, the Sponsor transferred an aggregate of 120,000 Class B ordinary shares to certain of its directors and an aggregate of 30,000 Class B ordinary shares to certain third-party advisors. On December 2, 2020, the Company effected a share dividend whereby the Company issued 718,750 Class B ordinary shares, resulting in an aggregate of 7,906,250 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation and share dividend. The Founder Shares include an aggregate of up to 406,250 Class B ordinary shares that remain subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, 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, share exchange or other similar transaction that results in all of the Public 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, commencing on December 7, 2020 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or an affiliate a monthly fee of $15,000 for office space, utilities, secretarial and administrative services. For the period from October 12, 2020 (inception) through December 31, 2020, the Company incurred $15,000 in fees for these services, of which is included in accrued expenses in the accompanying balance sheet as of December 31, 2020. Promissory Note — Related Party On October 13, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 . The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $81,002 was repaid in full upon the closing of the Initial Public Offering. 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 21, 2020, the Sponsor surrendered 1,437,500 Class B ordinary shares. On November 30, 2020, the Sponsor transferred an aggregate of 120,000 Class B ordinary shares to certain of its directors and an aggregate of 30,000 Class B ordinary shares to certain third-party advisors. On December 2, 2020, the Company effected a share dividend whereby the Company issued 718,750 Class B ordinary shares, resulting in an aggregate of 7,906,250 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation and share dividend. The Founder Shares include an aggregate of up to 406,250 Class B ordinary shares that remain subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares will collectively represent 20.0% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On January 21, 2021, the option to exercise the remaining over-allotment balance expired unexercised and 406,250 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares issued and outstanding . The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, 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, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 7, 2020 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or an affiliate a monthly fee of $15,000 for office space, utilities, secretarial and administrative services. For the three and nine months ended September 30, 2021, the Company incurred and paid $45,000 and $135,000 in fees for these services, respectively. 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Promissory Note — Related Party On September 20, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $700,000 . The Promissory Note is non-interest bearing and payable on the consummation of the merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The amount outstanding under the Promissory Note is $700,000 as of September 30, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s results of operations, financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements does not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on December 2, 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 and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 - day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. As a result of the underwriter’s election to partially exercise the over-allotment option to purchase an additional 2,500,000 Units, a total of 1,625,000 Units remain available for purchase at a price of $10.00 per Unit. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | NOTE 7. COMMITMENTS AND CONTINGENCIES 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. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on December 2, 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 and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 - day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment to purchase an additional 2,500,000 Units at $10.00 per Unit. The remaining over-allotment option to purchase 1,625,000 Units expired unexercised on January 21, 2021. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SHAREHOLDERS' EQUITY [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 8 — SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 30,000,000 Class A ordinary shares issued and outstanding, which are subject to possible redemption and therefor classified as temporary equity. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 7,906,250 Class B ordinary shares issued and outstanding , of which an aggregate of up to 406,250 Class B ordinary shares remain subject to forfeiture as a result of the underwriters’ election to partially exercise their over-allotment option, so that the number of Class B ordinary shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination 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 connection with the Company Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 30,000,000 Class A ordinary shares issued and outstanding, including the Class A ordinary shares subject to possible redemption, which are presented as temporary equity respectively. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. There were 7,500,000 and 7,906,250 of Class B ordinary shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination 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 connection with the Company Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
WARRANTS
WARRANTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
WARRANTS LIABILITIES [Abstract] | ||
WARRANTS | NOTE 9 — WARRANTS 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) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the 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 warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth ( 60 th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equal or exceeds $10.00 per public share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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. | NOTE 9. WARRANT LIABILITIES As of September 30, 2021 and December 31, 2020, 10,000,000 Public Warrants and 5,333,333 Private Placement Warrants, were outstanding. 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) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the 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 warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth ( 60 th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equal or exceeds $10.00 per public share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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 | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENTS [Abstract] | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $701 in cash and $300,010,878 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the gross holding gains and fair value of held-to-maturity securities at December 31, 2020: Held-To-Maturity Level Amortized Cost Gross Holding Loss Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 06/03/2021 ) 1 $ 300,010,878 $ (21,416) $ 299,989,462 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Investments held in Trust Account 1 $ 299,989,462 Liabilities: Warrant Liability – Public Warrants 3 11,100,000 Warrant Liability – Private Placement Warrants 3 6,026,666 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. 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 consolidated statement of operations. The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The Public Warrants were valued using a Monte Carlo simulation implementing the Black Scholes Option Pricing Model that is modified to capture the redemption features of the Public Warrants. The primary unobservable inputs utilized in determining the fair value of the Public Warrants are the expected volatility of the ordinary shares and the stock price. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units will be classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The key inputs for the Private Placement Warrants and Public Warrants were as follows: December 7, 2020 (Initial Measurement) December 31, 2020 Stock Price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.40 % 0.36 % Expected volatility 17.76 % 21.21 % Probability of Business Combination 80.0 % 80.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of October 12, 2020 $ — $ — $ — Initial measurement on December 7, 2020 4,746,666 8,800,000 13,546,666 Change in valuation inputs or other assumptions 1,280,000 2,300,000 3,580,000 Fair value as of December 31, 2020 $ 6,026,666 $ 11,100,000 $ 17,126,666 | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At September 30, 2021, assets held in the Trust Account were comprised of $300,110,102 in a Money Market fund that invests primarily in U.S. Treasury securities. At December 31, 2020, assets held in the Trust Account were comprised of $701 in cash and $300,010,878 in U.S. Treasury securities. Through September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the gross holding gains (losses) at December 31, 2020: Gross Amortized Holding Held-To-Maturity Cost Loss Fair Value December 31, 2020 U.S. Treasury Securities (Matured on 06/03/2021 ) $ 300,010,878 $ (21,416) $ 299,989,462 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Assets: Investments held in Trust Account 1 $ 300,110,102 $ 299,989,462 Liabilities: Warrant Liability – Public Warrants 1 $ 15,000,000 $ — Warrant Liability – Public Warrants 3 $ — $ 11,100,000 Warrant Liability – Private Placement Warrants 3 $ 8,000,000 $ 6,026,666 The Warrants were 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 consolidated statements of operations. The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The Public Warrants were initially valued using a Monte Carlo simulation implementing the Black Scholes Option Pricing Model that is modified to capture the redemption features of the Public Warrants. The primary unobservable inputs utilized in determining the fair value of the Public Warrants was the expected volatility of the ordinary shares and the stock price. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price is used as the fair value as of each relevant date. The key inputs for the Level 3 Warrants were as follows: September 30, 2021 December 31, 2020 Stock Price $ 9.92 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.98 % 0.36 % Expected volatility 22.8 % 21.21 % Probability of Business Combination 80.0 % 80.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 6,026,666 $ 11,100,000 $ 17,126,666 Transfers to Level 1 — (12,500,000) (12,500,000) Change in fair value 960,000 1,400,000 2,360,000 Fair value as of March 31, 2021 $ 6,986,666 $ — $ 6,986,666 Change in fair value (1,066,666) — (1,066,666) Fair value as of June 30, 2021 $ 5,920,000 — $ 5,920,000 Change in fair value 2,080,000 — 2,080,000 Fair value as of September 30, 2021 $ 8,000,000 — $ 8,000,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021 was $12,500,000 . There were no transfers to / from Levels 1, 2 and 3 during the three month period ended September 30, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SUBSEQUENT EVENTS [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other and the restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the restatement discussed in Note 2. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q 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 Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020, as filed with the SEC on June 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. | 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 within these financial states 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. | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 no t have any cash equivalents as of December 31, 2020. | 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 September 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. | |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 10). | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 10). |
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 Accounting Standards Codification (“ASC”) Topic 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 ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 30,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption 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 ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption $ 300,000,000 |
Offering Costs | Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption $ 300,000,000 | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to tax examinations since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 26,283,053 Class A ordinary shares in the aggregate. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Period Ended December 7, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,395,493) $ (848,873) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.11) $ (0.11) | Net income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,333,333 Class A ordinary shares in the aggregate. For the three and nine month periods ending September 30, 2021, the Company did no t have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (6,456,694) $ (1,614,173) $ (7,243,732) $ (1,810,933) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.22) $ (0.22) $ (0.24) $ (0.24) |
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 accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such 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 Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the Warrants (see Note 10). | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liability which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations, or cash flows. The Company’s management does not believe any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective 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 Company’s condensed financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Schedule of restatement of the balance sheets, statements of operations and statements of cash flows | Balance Sheet as of December 7, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Class A ordinary shares subject to possible redemption $ 272,455,350 $ 27,544,650 $ 300,000,000 Class A ordinary shares $ 275 $ (275) $ — Additional paid-in capital $ 5,510,723 $ (5,510,723) $ — Accumulated deficit $ (511,782) $ (22,033,652) $ (22,545,434) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (27,544,650) $ (22,544,647) Number of shares subject to redemption 27,245,535 2,754,465 30,000,000 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: Balance Sheet as of December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Class A ordinary shares subject to possible redemption $ 268,722,770 $ 31,277,230 $ 300,000,000 Class A ordinary shares $ 313 $ (313) $ — Additional paid-in capital $ 9,243,265 $ (9,243,265) $ — Accumulated deficit $ (4,244,366) $ (22,033,652) $ (26,278,018) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (31,277,230) $ (26,277,227) Number of shares subject to redemption 26,872,277 3,127,723 30,000,000 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period ended December 31, 2020: Statement of Operations for the period December 7, 2020 (inception) through December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Weighted average shares outstanding of Class A ordinary shares 30,000,000 (20,625,000) 9,375,000 Basic and diluted net loss per share, Class A ordinary shares $ — (0.26) $ (0.26) Weighted average shares outstanding of Class B ordinary shares 7,500,000 (429,688) 7,070,313 Basic and diluted loss income per share, Class B ordinary shares $ (0.57) 0.31 $ (0.26) The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: Statement of Cash Flows for the period from December 7, 2020 (inception) through December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Initial classification of Class A ordinary shares subject to possible redemption $ 272,455,350 $ (272,455,350) $ — Change in value of Class A ordinary shares subject to possible redemption $ (3,732,580) $ 3,732,580 $ — | The impact of the restatement on the Company’s financial statements is reflected in the following table: As Previously As Reported Adjustment Restated Balance Sheet as of March 31, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 265,863,940 $ 34,136,060 $ 300,000,000 Ordinary shares $ 341 $ (341) $ — Additional paid-in capital $ 12,102,108 $ (12,102,108) $ — Accumulated deficit $ (7,103,195) $ (22,033,611) $ (29,136,806) Total Shareholder’s Equity (Deficit) $ 5,000,004 $ (34,136,060) $ (29,136,056) Balance Sheet as of June 30, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 267,738,970 $ 32,261,030 $ 300,000,000 Ordinary shares $ 323 $ (323) $ — Additional paid-in capital $ 10,227,096 $ (10,227,096) $ — Accumulated deficit $ (5,228,164) $ (22,033,611) $ (27,261,775) Total Shareholder’s Equity (Deficit) $ 5,000,005 $ (32,261,030) $ (27,261,025) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Change in value of Class A ordinary shares subject to possible redemption $ (2,858,830) $ 2,858,830 $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Change in value of Class A ordinary shares subject to possible redemption $ (983,800) $ 983,800 $ — As Previously As Reported Adjustment Restated Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 (14,117,647) 15,882,353 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.03 $ 0.03 Weighted average shares outstanding of Class B ordinary shares 7,500,000 (3,529,412) 3,970,588 Basic and diluted net loss per share, Class B ordinary shares $ (0.39) $ 0.42 $ 0.03 Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 — 30,000,000 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.02 $ 0.02 Weighted average shares outstanding of Class B ordinary shares 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B ordinary shares $ 0.24 $ (0.22) $ 0.02 Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 — 30,000,000 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.04 $ 0.04 Weighted average shares outstanding of Class B ordinary shares 7,500,000 (2,687,861) 4,812,139 Basic and diluted net loss per share, Class B ordinary shares $ (0.14) $ 0.18 $ 0.04 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Basic and Diluted Net Income (Loss) per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Period Ended December 7, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,395,493) $ (848,873) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.11) $ (0.11) | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (6,456,694) $ (1,614,173) $ (7,243,732) $ (1,810,933) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.22) $ (0.22) $ (0.24) $ (0.24) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Gross Holding Gains (Losses) | The following table presents information about the gross holding gains and fair value of held-to-maturity securities at December 31, 2020: Held-To-Maturity Level Amortized Cost Gross Holding Loss Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 06/03/2021 ) 1 $ 300,010,878 $ (21,416) $ 299,989,462 | The following table presents information about the gross holding gains (losses) at December 31, 2020: Gross Amortized Holding Held-To-Maturity Cost Loss Fair Value December 31, 2020 U.S. Treasury Securities (Matured on 06/03/2021 ) $ 300,010,878 $ (21,416) $ 299,989,462 |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Investments held in Trust Account 1 $ 299,989,462 Liabilities: Warrant Liability – Public Warrants 3 11,100,000 Warrant Liability – Private Placement Warrants 3 6,026,666 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Assets: Investments held in Trust Account 1 $ 300,110,102 $ 299,989,462 Liabilities: Warrant Liability – Public Warrants 1 $ 15,000,000 $ — Warrant Liability – Public Warrants 3 $ — $ 11,100,000 Warrant Liability – Private Placement Warrants 3 $ 8,000,000 $ 6,026,666 |
Level 3 Fair Value Measurement Inputs | The key inputs for the Private Placement Warrants and Public Warrants were as follows: December 7, 2020 (Initial Measurement) December 31, 2020 Stock Price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.40 % 0.36 % Expected volatility 17.76 % 21.21 % Probability of Business Combination 80.0 % 80.0 % | The key inputs for the Level 3 Warrants were as follows: September 30, 2021 December 31, 2020 Stock Price $ 9.92 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.98 % 0.36 % Expected volatility 22.8 % 21.21 % Probability of Business Combination 80.0 % 80.0 % |
Change in Fair Value of Level 3 Derivative Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of October 12, 2020 $ — $ — $ — Initial measurement on December 7, 2020 4,746,666 8,800,000 13,546,666 Change in valuation inputs or other assumptions 1,280,000 2,300,000 3,580,000 Fair value as of December 31, 2020 $ 6,026,666 $ 11,100,000 $ 17,126,666 | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 6,026,666 $ 11,100,000 $ 17,126,666 Transfers to Level 1 — (12,500,000) (12,500,000) Change in fair value 960,000 1,400,000 2,360,000 Fair value as of March 31, 2021 $ 6,986,666 $ — $ 6,986,666 Change in fair value (1,066,666) — (1,066,666) Fair value as of June 30, 2021 $ 5,920,000 — $ 5,920,000 Change in fair value 2,080,000 — 2,080,000 Fair value as of September 30, 2021 $ 8,000,000 — $ 8,000,000 |
ORGANIZATION AND PLAN OF BUSI_2
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details) | Dec. 07, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)item | Sep. 30, 2021USD ($)item$ / shares |
Description of Organization and Business Operations [Abstract] | |||
Gross proceeds from initial public offering | $ 300,000,000 | ||
Gross proceeds from private placement | 8,000,000 | ||
Transaction costs | 17,017,977 | $ 17,017,977 | |
Underwriting fees | 6,000,000 | 6,000,000 | |
Deferred underwriting fees | 10,500,000 | 10,500,000 | $ 10,500,000 |
Other offering costs | 517,977 | $ 517,977 | |
Cash deposited in Trust Account | $ 300,000,000 | $ 300,000,000 | |
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | $ 10 | |
Period of prior to completion of the Business Combination | 2 days | 2 days | |
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | $ 5,000,001 | |
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | 15.00% | |
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | 100.00% | |
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | 10 days | |
Minimum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Number of operating businesses included in initial Business Combination | item | 1 | 1 | |
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | 80.00% | |
Post-transaction ownership percentage of the target business | 50.00% | 50.00% | |
Maximum [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | $ 100,000 | |
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 1.50 | ||
Warrants Issued (in shares) | shares | 5,333,333 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 30,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Gross proceeds from initial public offering | $ 300,000,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 2,500,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 07, 2020 | Oct. 11, 2020 | |
CONDENSED BALANCE SHEETS [Abstract] | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||
Temporary Equity, Shares Outstanding | 30,000,000 | ||||||||
Warrant liability | 17,126,666 | 23,000,000 | 17,126,666 | 23,000,000 | |||||
Total Liabilities | 27,747,230 | 36,706,887 | 27,747,230 | 36,706,887 | |||||
Accumulated deficit | (26,278,018) | (27,261,775) | (29,136,806) | (26,278,018) | (27,261,775) | $ (22,545,434) | |||
Shareholders' Equity | (26,277,227) | (35,331,892) | (27,261,025) | (29,136,056) | (26,277,227) | (27,261,025) | (35,331,892) | $ (22,544,647) | $ 0 |
CONDENSED STATEMENT OF OPERATIONS [Abstract] | |||||||||
Change in fair value of warrant liability | (6,080,000) | (3,580,000) | (5,873,334) | ||||||
Transaction costs allocable to warrants | (506,782) | ||||||||
Net loss | (8,070,867) | $ 1,875,031 | (2,858,829) | (4,244,366) | (9,054,665) | ||||
Basic and diluted net loss per share, Ordinary share | $ 0.04 | ||||||||
CONDENSED STATEMENTS OF CASH FLOWS [Abstract] | |||||||||
Net loss | $ (8,070,867) | $ 1,875,031 | (2,858,829) | (4,244,366) | (9,054,665) | ||||
Change in fair value of warrant liability | 3,580,000 | $ 5,873,334 | |||||||
Transaction costs allocable to warrants | 506,782 | ||||||||
Restatement Of Warrants As Derivative Liabilities [Member] | |||||||||
CONDENSED BALANCE SHEETS [Abstract] | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 300,000,000 | $ 300,000,000 | |||||||
Temporary Equity, Shares Outstanding | 30,000,000 | 30,000,000 | |||||||
Accumulated deficit | $ (26,278,018) | $ (26,278,018) | |||||||
Shareholders' Equity | (26,277,227) | (26,277,227) | |||||||
Previously Reported [Member] | |||||||||
CONDENSED BALANCE SHEETS [Abstract] | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | 267,738,970 | 265,863,940 | 267,738,970 | ||||||
Temporary Equity, Shares Outstanding | 27,245,535 | ||||||||
Ordinary shares | 323 | 341 | 323 | ||||||
Additional paid-in capital | 10,227,096 | 12,102,108 | 10,227,096 | $ 5,510,723 | |||||
Accumulated deficit | (5,228,164) | (7,103,195) | (5,228,164) | (511,782) | |||||
Shareholders' Equity | $ 5,000,005 | 5,000,004 | 5,000,005 | $ 5,000,003 | |||||
CONDENSED STATEMENT OF OPERATIONS [Abstract] | |||||||||
Basic and diluted net loss per share, Ordinary share | $ (0.14) | ||||||||
CONDENSED STATEMENTS OF CASH FLOWS [Abstract] | |||||||||
Change in value of Class A ordinary shares subject to possible redemption | $ (2,858,830) | $ (983,800) | |||||||
Previously Reported [Member] | Restatement Of Warrants As Derivative Liabilities [Member] | |||||||||
CONDENSED BALANCE SHEETS [Abstract] | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 268,722,770 | $ 268,722,770 | |||||||
Temporary Equity, Shares Outstanding | 26,872,277 | 26,872,277 | |||||||
Ordinary shares | $ 313 | $ 313 | |||||||
Additional paid-in capital | 9,243,265 | 9,243,265 | |||||||
Accumulated deficit | (4,244,366) | (4,244,366) | |||||||
Shareholders' Equity | 5,000,003 | 5,000,003 | |||||||
CONDENSED STATEMENTS OF CASH FLOWS [Abstract] | |||||||||
Initial classification of Class A ordinary shares subject to possible redemption | 272,455,350 | ||||||||
Change in value of Class A ordinary shares subject to possible redemption | (3,732,580) | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||||
CONDENSED BALANCE SHEETS [Abstract] | |||||||||
Temporary Equity, Shares Outstanding | 2,754,465 | ||||||||
Additional paid-in capital | $ (5,510,723) | ||||||||
Accumulated deficit | (22,033,652) | ||||||||
Shareholders' Equity | (27,544,650) | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Restatement Of Warrants As Derivative Liabilities [Member] | |||||||||
CONDENSED BALANCE SHEETS [Abstract] | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 31,277,230 | $ 31,277,230 | |||||||
Temporary Equity, Shares Outstanding | 3,127,723 | 3,127,723 | |||||||
Ordinary shares | $ (313) | $ (313) | |||||||
Additional paid-in capital | (9,243,265) | (9,243,265) | |||||||
Accumulated deficit | (22,033,652) | (22,033,652) | |||||||
Shareholders' Equity | (31,277,230) | (31,277,230) | |||||||
CONDENSED STATEMENTS OF CASH FLOWS [Abstract] | |||||||||
Initial classification of Class A ordinary shares subject to possible redemption | (272,455,350) | ||||||||
Change in value of Class A ordinary shares subject to possible redemption | 3,732,580 | ||||||||
Redeemable Class A Ordinary Shares [Member] | |||||||||
CONDENSED BALANCE SHEETS [Abstract] | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 300,000,000 | $ 300,000,000 | 300,000,000 | ||||||
Temporary Equity, Shares Outstanding | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |||||
CONDENSED STATEMENT OF OPERATIONS [Abstract] | |||||||||
Weighted average shares outstanding, Ordinary share | 30,000,000 | 30,000,000 | 30,000,000 | ||||||
Basic and diluted net loss per share, Ordinary share | $ (0.11) | $ 0.04 | $ 0.02 | ||||||
Redeemable Class A Ordinary Shares [Member] | Previously Reported [Member] | |||||||||
CONDENSED BALANCE SHEETS [Abstract] | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | 272,455,350 | ||||||||
Ordinary shares | 275 | ||||||||
CONDENSED STATEMENT OF OPERATIONS [Abstract] | |||||||||
Weighted average shares outstanding, Ordinary share | 30,000,000 | 30,000,000 | |||||||
Redeemable Class A Ordinary Shares [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||||
CONDENSED BALANCE SHEETS [Abstract] | |||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | 27,544,650 | ||||||||
Ordinary shares | $ (275) |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Net Tangible Assets Threshold Value For Redeeming Public Shares | $ 5,000,001 | $ 5,000,001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 07, 2020 | |
Offering Costs [Abstract] | ||
Deferred offering costs | $ 17,017,977 | $ 17,017,977 |
Offering costs charged to shareholders' equity | 16,511,195 | |
Offering costs expensed during period | $ 506,782 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Shares Subject to Possible Redemption (Details - USD ($) | Dec. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Gross proceeds | $ 300,000,000 | |||||
Proceeds allocated to Public Warrants | $ (8,000,000) | |||||
Class A ordinary shares issuance costs | (416,975) | |||||
Class A ordinary share subject to possible redemption | $ 300,000,000 | 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | |
Redeemable Class A Ordinary Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Gross proceeds | 300,000,000 | |||||
Proceeds allocated to Public Warrants | (8,800,000) | |||||
Class A ordinary shares issuance costs | (16,511,195) | |||||
Accretion of carrying value to redemption value | 25,311,195 | |||||
Class A ordinary share subject to possible redemption | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | |||
Initial Public Offering [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Gross proceeds | 300,000,000 | |||||
Accretion of carrying value to redemption value | 25,311,195 | |||||
Class A ordinary share subject to possible redemption | 300,000,000 | |||||
Initial Public Offering [Member] | Redeemable Class A Ordinary Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Class A ordinary shares issuance costs | (16,511,195) | |||||
Initial Public Offering [Member] | Public Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds allocated to Public Warrants | $ (8,800,000) |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) per Ordinary Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Numerator: Net Income (Loss) minus Redeemable Net Earnings [Abstract] | ||||||
Interest Income | $ 7,401 | $ 11,579 | $ 98,523 | |||
Net Income (Loss) | (8,070,867) | $ 1,875,031 | $ (2,858,829) | $ (4,244,366) | $ (9,054,665) | |
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Share [Abstract] | ||||||
Earnings Per Share, Basic and Diluted | $ 0.04 | |||||
Redeemable Class A Ordinary Shares [Member] | ||||||
Numerator: Net Income (Loss) minus Redeemable Net Earnings [Abstract] | ||||||
Non-Redeemable Net Income (Loss) | $ (3,395,493) | |||||
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Share [Abstract] | ||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 30,000,000 | 30,000,000 | 30,000,000 | |||
Earnings Per Share, Basic and Diluted | $ (0.11) | $ 0.04 | $ 0.02 | |||
Class B Non-redeemable Ordinary Shares [Member] | ||||||
Numerator: Net Income (Loss) minus Redeemable Net Earnings [Abstract] | ||||||
Non-Redeemable Net Income (Loss) | $ (848,873) | |||||
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Share [Abstract] | ||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 7,500,000 | 4,812,139 | 7,500,000 | |||
Class B Non-redeemable Ordinary Shares [Member] | Ordinary Shares [Member] | ||||||
Numerator: Net Income (Loss) minus Redeemable Net Earnings [Abstract] | ||||||
Net Income (Loss) | $ 0 | $ 0 | $ 0 | |||
Private Placement Warrants [Member] | ||||||
Net income (Loss) per Ordinary Share [Abstract] | ||||||
Antidultive shares excluded from computation (in shares) | 0 | 0 | ||||
Private Placement Warrants [Member] | Redeemable Class A Ordinary Shares [Member] | ||||||
Net income (Loss) per Ordinary Share [Abstract] | ||||||
Antidultive shares excluded from computation (in shares) | 26,283,053 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Concentration of Credit Risk (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Amount of federal depository insurance coverage | $ 250,000 | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Dec. 07, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each Unit (in shares) | 0.33 | 0.33 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | |
Redeemable Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each Unit (in shares) | 1 | 1 | |
Number of shares called by each warrant (in shares) | 1 | ||
Redeemable Class A Ordinary Shares [Member] | Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each Unit (in shares) | 1 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 30,000,000 | ||
Share price (in dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 2,500,000 | ||
Share price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Dec. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Private Placement [Abstract] | ||||
Proceeds from private placement of warrants | $ 8,000,000 | |||
Redeemable Class A Ordinary Shares [Member] | ||||
Private Placement [Abstract] | ||||
Proceeds from private placement of warrants | $ 8,800,000 | |||
Number of shares called by each warrant (in shares) | 1 | 1 | ||
Private Placement Warrants [Member] | ||||
Private Placement [Abstract] | ||||
Warrants Issued (in shares) | 5,333,333 | |||
Share price (in dollars per share) | $ 1.50 | |||
Proceeds from private placement of warrants | $ 8,000,000 | |||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | |
Private Placement Warrants [Member] | Redeemable Class A Ordinary Shares [Member] | ||||
Private Placement [Abstract] | ||||
Number of shares called by each warrant (in shares) | 1 | 1 | 1 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($) | Jan. 21, 2021 | Dec. 02, 2020 | Nov. 30, 2020 | Oct. 21, 2020 | Oct. 31, 2020 | Oct. 20, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Jan. 21, 2020 |
Redeemable Class A Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Ordinary shares outstanding (in shares) | 0 | 3,000,000 | |||||||
Threshold trading days | 20 days | 20 days | |||||||
Threshold consecutive trading days | 30 days | 30 days | |||||||
Redeemable Class A Ordinary Shares [Member] | Minimum [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Share price (in dollars per share) | $ 12 | $ 12 | |||||||
Period after initial Business Combination | 150 days | 150 days | |||||||
Class B Non-redeemable Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Ordinary shares outstanding (in shares) | 7,500,000 | 7,906,250 | 7,500,000 | ||||||
Sponsor [Member] | Class B Non-redeemable Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Proceeds from issuance of ordinary stock | $ 25,000 | $ 25,000 | |||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 8,625,000 | 8,625,000 | |||||||
Number of ordinary shares surrendered by sponsor (in shares) | 1,437,500 | ||||||||
Ordinary shares outstanding (in shares) | 7,906,250 | ||||||||
Stock dividend (in shares) | 718,750 | ||||||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | ||||||||
Forfeiture of Founder Shares (in shares) | 406,250 | ||||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | 1 year | |||||||
Sponsor [Member] | Class B Non-redeemable Ordinary Shares [Member] | Maximum [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Shares subject to forfeiture (in shares) | 406,250 | 406,250 | |||||||
Directors [Member] | Class B Non-redeemable Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 120,000 | ||||||||
Third-party Advisors [Member] | Class B Non-redeemable Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 30,000 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - USD ($) | Dec. 07, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Related Party Loans [Abstract] | ||||
Monthly administrative service fee | $ 15,000 | |||
Fees incurred | $ 45,000 | $ 15,000 | $ 135,000 | |
Fees paid | $ 45,000 | $ 135,000 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note - Related Party (Details) - USD ($) | Dec. 07, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Oct. 13, 2020 |
Related Party Transaction [Line Items] | ||||
Repayment of loan | $ 81,002 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, maximum borrowing capacity | $ 700,000 | $ 300,000 | ||
Repayment of loan | $ 81,002 |
RELATED PARTY TRANSACTIONS, Rel
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Loans [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | $ 1,500,000 |
Conversion price (in dollars per share) | $ 1.50 | $ 1.50 |
Borrowings outstanding | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jan. 21, 2021 | Dec. 07, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Underwriting Agreement [Abstract] | ||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||
Additional units granted to cover over-allotments (in shares) | 4,125,000 | |||
Underwriter deferred fee (in dollars per share) | $ 0.35 | $ 0.35 | ||
Deferred underwriting fees | $ 10,500,000 | $ 10,500,000 | $ 10,500,000 | |
Over-Allotment Option [Member] | ||||
Underwriting Agreement [Abstract] | ||||
Units issued (in shares) | 2,500,000 | |||
Unit price (in dollars per share) | $ 10 | |||
Number of remaining units expired unexercised (in shares) | 1,625,000 | 1,625,000 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2021Vote$ / sharesshares | Jan. 21, 2021shares | Dec. 07, 2020shares | Dec. 02, 2020shares | |
Shareholders' Equity [Abstract] | |||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preference shares, shares issued (in shares) | 0 | 0 | |||
Preference shares, shares outstanding (in shares) | 0 | 0 | |||
Class A ordinary shares, shares subject to possible redemption (in shares) | 30,000,000 | ||||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | ||||
As-converted percentage for Class A common stock after conversion of Class B shares | 20.00% | ||||
Redeemable Class A Ordinary Shares [Member] | |||||
Shareholders' Equity [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | Vote | 1 | 1 | |||
Ordinary shares, shares issued (in shares) | 0 | ||||
Ordinary shares, shares outstanding (in shares) | 0 | 3,000,000 | |||
Class A ordinary shares, shares subject to possible redemption (in shares) | 30,000,000 | 30,000,000 | |||
Class B Non-redeemable Ordinary Shares [Member] | |||||
Shareholders' Equity [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | Vote | 1 | 1 | |||
Ordinary shares, shares issued (in shares) | 7,906,250 | 7,500,000 | 7,500,000 | ||
Ordinary shares, shares outstanding (in shares) | 7,906,250 | 7,500,000 | 7,500,000 | ||
Ordinary shares, subject to forfeiture (in shares) | 406,250 | ||||
Common stock, subject to forfeiture, as a percentage of issued and outstanding shares | 20.00% | ||||
Sponsor [Member] | Class B Non-redeemable Ordinary Shares [Member] | |||||
Shareholders' Equity [Abstract] | |||||
Ordinary shares, shares outstanding (in shares) | 7,906,250 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Warrants [Abstract] | ||
Period to exercise warrants after Business Combination | 30 days | 30 days |
Period to exercise warrants after closing of Initial Public Offering | 1 year | 1 year |
Period to file registration statement after initial Business Combination | 15 days | 15 days |
Period for registration statement to become effective | 60 days | 60 days |
Expiration period of warrants | 5 years | 5 years |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | $ 10 |
Redeemable Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Threshold trading days | 20 days | 20 days |
Threshold consecutive trading days | 30 days | 30 days |
Redeemable Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | $ 12 |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 180.00% | 180.00% |
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 |
Notice period to redeem warrants | 30 days | 30 days |
Threshold trading days | 20 days | 20 days |
Threshold consecutive trading days | 30 days | 30 days |
Redemption period | 30 days | 30 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Redeemable Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | $ 18 |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 100.00% | 100.00% |
Warrant redemption price (in dollars per share) | $ 0.10 | $ 0.10 |
Notice period to redeem warrants | 30 days | 30 days |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Redeemable Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | $ 10 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 115.00% | 115.00% |
Warrant redemption price (in dollars per share) | $ 18 | $ 18 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% | 60.00% |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redeemable Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | 20 days |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redeemable Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 | $ 9.20 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets Held in Trust Account (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets held in Trust Account [Abstract] | ||
Assets held in Trust Account | $ 300,110,102 | $ 300,011,579 |
US Treasury Securities [Member] | ||
Assets held in Trust Account [Abstract] | ||
Assets held in Trust Account | $ 300,110,102 | 300,010,878 |
Cash [Member] | ||
Assets held in Trust Account [Abstract] | ||
Assets held in Trust Account | $ 701 |
FAIR VALUE MEASUREMENTS, Held-t
FAIR VALUE MEASUREMENTS, Held-to-maturity Securities (Details) - US Treasury Securities [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | |
Held to Maturity Securities [Abstract] | |||
Amortized cost | $ 300,010,878 | $ 300,010,878 | $ 300,010,878 |
Gross holding loss | (21,416) | (21,416) | (21,416) |
Fair value | $ 299,989,462 | $ 299,989,462 | $ 299,989,462 |
Maturity date | Jun. 3, 2021 | Jun. 30, 2021 |
FAIR VALUE MEASUREMENTS, Asse_2
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | $ 299,989,462 | |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 15,000,000 | 11,100,000 |
Level 1 [Member] | Money Market Fund [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 300,110,102 | 299,989,462 |
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 11,100,000 |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 8,000,000 | $ 6,026,666 |
FAIR VALUE MEASUREMENTS, Level
FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement Inputs (Details) - Warrants [Member] | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares | Dec. 07, 2020$ / shares |
Stock Price [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 9.92 | 10 | 10 |
Exercise Price [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 11.50 | 11.50 | 11.50 |
Risk-free Interest Rate [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 0.98 | 0.36 | 0.40 |
Expected Volatility [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 22.8 | 21.21 | 17.76 |
Probability of Business Combination [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 8 | 80 | 80 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Change in Fair Value of Level 3 Derivative Warrant Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Oct. 11, 2020 | |
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | |||||
Transfers to Level 1 | $ 0 | ||||
Transfers Level 1 to Level 2 | 0 | ||||
Transfers Level 2 to Level 1 | 0 | ||||
Transfers to Level 3 | 0 | ||||
Private Placement Warrants [Member] | |||||
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | |||||
Fair value, beginning of period | $ 4,746,666 | 5,920,000 | $ 6,986,666 | $ 6,026,666 | |
Initial measurement on December 7, 2020 | 6,026,666 | 8,000,000 | 5,920,000 | 6,986,666 | $ 0 |
Change in fair value | 1,280,000 | 2,080,000 | (1,066,666) | 960,000 | |
Fair value, end of period | 6,026,666 | 8,000,000 | 5,920,000 | 6,986,666 | |
Transfers to Level 1 | 0 | ||||
Public Warrants [Member] | |||||
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | |||||
Fair value, beginning of period | 8,800,000 | 0 | 0 | 11,100,000 | |
Initial measurement on December 7, 2020 | 11,100,000 | 0 | 0 | 0 | 0 |
Change in fair value | 2,300,000 | 0 | 0 | 1,400,000 | |
Fair value, end of period | 11,100,000 | 0 | 0 | 0 | |
Transfers to Level 1 | (12,500,000) | ||||
Warrant Liabilities [Member] | |||||
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | |||||
Fair value, beginning of period | 13,546,666 | 5,920,000 | 6,986,666 | 17,126,666 | |
Initial measurement on December 7, 2020 | 17,126,666 | 8,000,000 | 5,920,000 | 6,986,666 | $ 0 |
Change in fair value | 3,580,000 | 2,080,000 | (1,066,666) | 2,360,000 | |
Fair value, end of period | $ 17,126,666 | $ 8,000,000 | $ 5,920,000 | 6,986,666 | |
Transfers to Level 1 | $ (12,500,000) |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2020 | Oct. 11, 2020 | |
Current assets | |||||||
Cash | $ 654,082 | $ 459,749 | |||||
Prepaid expenses | 610,811 | 998,675 | |||||
Total Current Assets | 1,264,893 | 1,458,424 | |||||
Investment securities held in Trust Account | 300,110,102 | 300,011,579 | |||||
TOTAL ASSETS | 301,374,995 | 301,470,003 | |||||
Current liabilities | |||||||
Accounts payable and accrued expenses | 2,506,887 | 120,564 | |||||
Promissory note - related party | 700,000 | ||||||
Total Current Liabilities | 3,206,887 | 120,564 | |||||
Warrant liabilities | 23,000,000 | 17,126,666 | |||||
Deferred underwriting fee payable | 10,500,000 | 10,500,000 | $ 10,500,000 | ||||
Total Liabilities | 36,706,887 | 27,747,230 | |||||
Commitments and Contingencies | |||||||
Class A ordinary share subject to possible redemption | 300,000,000 | $ 300,000,000 | $ 300,000,000 | 300,000,000 | |||
Shareholders' Equity | |||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | ||||||
Accumulated deficit | (27,261,775) | (29,136,806) | (26,278,018) | (22,545,434) | |||
Total Shareholders' Deficit | (35,331,892) | $ (27,261,025) | $ (29,136,056) | (26,277,227) | (22,544,647) | $ 0 | |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 301,374,995 | 301,470,003 | |||||
Redeemable Class A Ordinary Shares [Member] | |||||||
Current liabilities | |||||||
Class A ordinary share subject to possible redemption | 300,000,000 | $ 300,000,000 | |||||
Class B Non-redeemable Ordinary Shares [Member] | |||||||
Shareholders' Equity | |||||||
Ordinary shares | 750 | 791 | [1] | ||||
Accumulated deficit | $ (35,332,642) | $ (26,278,018) | |||||
[1] | Includes up to 406,250 Class B ordinary shares subject to forfeiture as a result of the underwriters’ election to partially exercise its over-allotment option (see Note 5). |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Shareholders' Equity | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares outstanding (in shares) | 0 | 0 |
Redeemable Class A Ordinary Shares [Member] | ||
LIABILITIES AND SHAREHOLDERS' DEFICIT | ||
Class A ordinary shares, shares subject to possible redemption (in shares) | 30,000,000 | 30,000,000 |
Class A ordinary shares, redemption price (in dollars per share) | $ 10 | $ 10 |
Shareholders' Equity | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued (in shares) | 0 | |
Ordinary shares, shares outstanding (in shares) | 3,000,000 | 0 |
Class B Non-redeemable Ordinary Shares [Member] | ||
Shareholders' Equity | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued (in shares) | 7,500,000 | 7,906,250 |
Ordinary shares, shares outstanding (in shares) | 7,500,000 | 7,906,250 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Loss from Operations | ||
General and administrative expenses | $ 1,998,268 | $ 3,279,854 |
Loss from operations | (1,998,268) | (3,279,854) |
Other income: | ||
Change in fair value of warrant liabilities | (6,080,000) | (5,873,334) |
Interest earned on investments held in Trust Account | 7,401 | 98,523 |
Total other income | (6,072,599) | (5,774,811) |
Net income (loss) | $ (8,070,867) | $ (9,054,665) |
Class A Redeemable Ordinary Shares [Member] | ||
Other income: | ||
Basic weighted average shares outstanding (in shares) | 30,000,000 | 30,000,000 |
Basic net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.24) |
Diluted weighted average shares outstanding (in shares) | 30,000,000 | 30,000,000 |
Diluted net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.24) |
Class B Non-redeemable Ordinary Shares [Member] | ||
Other income: | ||
Basic weighted average shares outstanding (in shares) | 7,500,000 | 7,500,000 |
Basic net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.24) |
Diluted weighted average shares outstanding (in shares) | 7,500,000 | 7,500,000 |
Diluted net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.24) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary Shares [Member]Class B Non-redeemable Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Oct. 11, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Oct. 11, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (4,244,366) | (4,244,366) | ||
Ending balance at Dec. 31, 2020 | $ 791 | (26,278,018) | (26,277,227) | |
Ending balance (in shares) at Dec. 31, 2020 | 7,906,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Forfeiture of Founder Shares | $ (41) | 41 | ||
Forfeiture of Founder Shares (in shares) | (406,250) | |||
Net income (loss) | $ 0 | (2,858,829) | (2,858,829) | |
Ending balance at Mar. 31, 2021 | $ 750 | (29,136,806) | (29,136,056) | |
Ending balance (in shares) at Mar. 31, 2021 | 7,500,000 | |||
Beginning balance at Dec. 31, 2020 | $ 791 | (26,278,018) | (26,277,227) | |
Beginning balance (in shares) at Dec. 31, 2020 | 7,906,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (9,054,665) | |||
Ending balance at Sep. 30, 2021 | $ 750 | (35,332,642) | (35,331,892) | |
Ending balance (in shares) at Sep. 30, 2021 | 7,500,000 | |||
Beginning balance at Mar. 31, 2021 | $ 750 | (29,136,806) | (29,136,056) | |
Beginning balance (in shares) at Mar. 31, 2021 | 7,500,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | $ 0 | 1,875,031 | 1,875,031 | |
Ending balance at Jun. 30, 2021 | $ 750 | (27,261,775) | (27,261,025) | |
Ending balance (in shares) at Jun. 30, 2021 | 7,500,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | $ 0 | (8,070,867) | (8,070,867) | |
Ending balance at Sep. 30, 2021 | $ 750 | $ (35,332,642) | $ (35,331,892) | |
Ending balance (in shares) at Sep. 30, 2021 | 7,500,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (9,054,665) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liabilities | 5,873,334 |
Interest earned on investments held in Trust Account | (98,523) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 387,864 |
Accounts payable and accrued expenses | 2,386,323 |
Net cash used in operating activities | (505,667) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | |
Proceeds from promissory note - related party | 700,000 |
Net cash provided by financing activities | 700,000 |
Net Change in Cash | 194,333 |
Cash - Beginning of period | 459,749 |
Cash - End of period | 654,082 |
Non-Cash investing and financing activities: | |
Forfeiture of Founder Shares | $ (41) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Highland Transcend Partners I Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 12, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate 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 was declared effective on December 2, 2020. On December 7, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Highland Transcend Partners, LLC (the “Sponsor”), generating gross proceeds of $8,000,000 , which is described in Note 4. Transaction costs amounted to $17,017,977 , consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $517,977 of other offering costs. Following the closing of the Initial Public Offering on December 7, 2020, an amount of $300,000,000 ( $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”), and will be 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest 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 stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (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 of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 7, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 earned and not previously released to the Company to pay the Company’s taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating 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. 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. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ( $10.00 ). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Highland Transcend Partners I Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 12, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through September 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 will generate 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 was declared effective on December 2, 2020. On December 7, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Highland Transcend Partners, LLC (the “Sponsor”), generating gross proceeds of $8,000,000 , which is described in Note 5. Transaction costs amounted to $17,017,977 , consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $517,977 of other offering costs. Following the closing of the Initial Public Offering on December 7, 2020, an amount of $300,000,000 ( $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”), and are 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest 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 stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). 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 of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote 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 Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 7, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 earned and not previously released to the Company to pay the Company’s taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating 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. 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. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ( $10.00 ). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
REVISION OF PREVIOUSLY ISSUED F
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on June 15, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 . Previously, the Company did not consider redeemable ordinary shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on December 11, 2020 (the “Post-IPO Balance Sheet”) and the Company's Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company's Amendment No. 1 to its Form 10-K as filed with the SEC on June 15, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q for the quarterly period ended September 30, 2021 to be filed with the SEC. This restatement also resulted in changes to the disclosure provided in footnotes 3 and 8 of these financial statements. Impact of the Restatement The impact of the restatement on the Post IPO Balance Sheet as of December 7, 2020 is presented below. Balance Sheet as of December 7, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Class A ordinary shares subject to possible redemption $ 272,455,350 $ 27,544,650 $ 300,000,000 Class A ordinary shares $ 275 $ (275) $ — Additional paid-in capital $ 5,510,723 $ (5,510,723) $ — Accumulated deficit $ (511,782) $ (22,033,652) $ (22,545,434) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (27,544,650) $ (22,544,647) Number of shares subject to redemption 27,245,535 2,754,465 30,000,000 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: Balance Sheet as of December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Class A ordinary shares subject to possible redemption $ 268,722,770 $ 31,277,230 $ 300,000,000 Class A ordinary shares $ 313 $ (313) $ — Additional paid-in capital $ 9,243,265 $ (9,243,265) $ — Accumulated deficit $ (4,244,366) $ (22,033,652) $ (26,278,018) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (31,277,230) $ (26,277,227) Number of shares subject to redemption 26,872,277 3,127,723 30,000,000 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period ended December 31, 2020: Statement of Operations for the period December 7, 2020 (inception) through December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Weighted average shares outstanding of Class A ordinary shares 30,000,000 (20,625,000) 9,375,000 Basic and diluted net loss per share, Class A ordinary shares $ — (0.26) $ (0.26) Weighted average shares outstanding of Class B ordinary shares 7,500,000 (429,688) 7,070,313 Basic and diluted loss income per share, Class B ordinary shares $ (0.57) 0.31 $ (0.26) The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: Statement of Cash Flows for the period from December 7, 2020 (inception) through December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Initial classification of Class A ordinary shares subject to possible redemption $ 272,455,350 $ (272,455,350) $ — Change in value of Class A ordinary shares subject to possible redemption $ (3,732,580) $ 3,732,580 $ — Going Concern Subsequent to the Company’s previously issued Form 10-K/A on June 22, 2021, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by December 7, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 7, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by December 7, 2022. | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary shares while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001 . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering Balance Sheet and Form 10-Q’s will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares pro rata in the income (loss) of the Company. There has been no change in the Company's total assets, liabilities, cash position, cash held in trust, or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table: As Previously As Reported Adjustment Restated Balance Sheet as of March 31, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 265,863,940 $ 34,136,060 $ 300,000,000 Ordinary shares $ 341 $ (341) $ — Additional paid-in capital $ 12,102,108 $ (12,102,108) $ — Accumulated deficit $ (7,103,195) $ (22,033,611) $ (29,136,806) Total Shareholder’s Equity (Deficit) $ 5,000,004 $ (34,136,060) $ (29,136,056) Balance Sheet as of June 30, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 267,738,970 $ 32,261,030 $ 300,000,000 Ordinary shares $ 323 $ (323) $ — Additional paid-in capital $ 10,227,096 $ (10,227,096) $ — Accumulated deficit $ (5,228,164) $ (22,033,611) $ (27,261,775) Total Shareholder’s Equity (Deficit) $ 5,000,005 $ (32,261,030) $ (27,261,025) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Change in value of Class A ordinary shares subject to possible redemption $ (2,858,830) $ 2,858,830 $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Change in value of Class A ordinary shares subject to possible redemption $ (983,800) $ 983,800 $ — As Previously As Reported Adjustment Restated Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 (14,117,647) 15,882,353 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.03 $ 0.03 Weighted average shares outstanding of Class B ordinary shares 7,500,000 (3,529,412) 3,970,588 Basic and diluted net loss per share, Class B ordinary shares $ (0.39) $ 0.42 $ 0.03 Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 — 30,000,000 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.02 $ 0.02 Weighted average shares outstanding of Class B ordinary shares 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B ordinary shares $ 0.24 $ (0.22) $ 0.02 Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 — 30,000,000 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.04 $ 0.04 Weighted average shares outstanding of Class B ordinary shares 7,500,000 (2,687,861) 4,812,139 Basic and diluted net loss per share, Class B ordinary shares $ (0.14) $ 0.18 $ 0.04 In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 7, 2022 to consummate the proposed Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 7, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by December 7, 2022. On September 8, 2021, the Company entered into an Agreement and Plan of Merger (as amended on October 21, 2021), by and among Picasso Merger Sub I, Inc., Picasso Merger Sub II, LLC, Picasso Merger Sub III, LLC, Carlyle Partners VII Pacer Holdings, L.P., CP VII Pacer Corp., CP VII Pacer EU L.P., Packable Holdings, LLC, and Shareholder Representative Services LLC. |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 within these financial states 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 no t have any cash equivalents as of December 31, 2020. Investments Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 10). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption 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 ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 30,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption $ 300,000,000 Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounted to $17,017,977 , of which $16,511,195 were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering and $506,782 were expensed to the statement of operations. Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to tax examinations since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 26,283,053 Class A ordinary shares in the aggregate. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Period Ended December 7, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,395,493) $ (848,873) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.11) $ (0.11) 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 accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the Warrants (see Note 10). Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations, or cash flows. The Company’s management does not believe any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q 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 Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020, as filed with the SEC on June 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. 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 condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 September 30, 2021 and December 31, 2020. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 10). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption 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 ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption $ 300,000,000 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity upon the completion of the Initial Public Offering. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,333,333 Class A ordinary shares in the aggregate. For the three and nine month periods ending September 30, 2021, the Company did no t have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (6,456,694) $ (1,614,173) $ (7,243,732) $ (1,810,933) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.22) $ (0.22) $ (0.24) $ (0.24) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liability which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 10). Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective 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 Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
INITIAL PUBLIC OFFERING [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 4 —INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 10). |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
PRIVATE PLACEMENT [Abstract] | ||
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000 , in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,000,000 , in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 21, 2020, the Sponsor surrendered 1,437,500 Class B ordinary shares. On November 30, 2020, the Sponsor transferred an aggregate of 120,000 Class B ordinary shares to certain of its directors and an aggregate of 30,000 Class B ordinary shares to certain third-party advisors. On December 2, 2020, the Company effected a share dividend whereby the Company issued 718,750 Class B ordinary shares, resulting in an aggregate of 7,906,250 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation and share dividend. The Founder Shares include an aggregate of up to 406,250 Class B ordinary shares that remain subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, 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, share exchange or other similar transaction that results in all of the Public 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, commencing on December 7, 2020 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or an affiliate a monthly fee of $15,000 for office space, utilities, secretarial and administrative services. For the period from October 12, 2020 (inception) through December 31, 2020, the Company incurred $15,000 in fees for these services, of which is included in accrued expenses in the accompanying balance sheet as of December 31, 2020. Promissory Note — Related Party On October 13, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 . The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $81,002 was repaid in full upon the closing of the Initial Public Offering. 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 21, 2020, the Sponsor surrendered 1,437,500 Class B ordinary shares. On November 30, 2020, the Sponsor transferred an aggregate of 120,000 Class B ordinary shares to certain of its directors and an aggregate of 30,000 Class B ordinary shares to certain third-party advisors. On December 2, 2020, the Company effected a share dividend whereby the Company issued 718,750 Class B ordinary shares, resulting in an aggregate of 7,906,250 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation and share dividend. The Founder Shares include an aggregate of up to 406,250 Class B ordinary shares that remain subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares will collectively represent 20.0% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On January 21, 2021, the option to exercise the remaining over-allotment balance expired unexercised and 406,250 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares issued and outstanding . The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, 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, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 7, 2020 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or an affiliate a monthly fee of $15,000 for office space, utilities, secretarial and administrative services. For the three and nine months ended September 30, 2021, the Company incurred and paid $45,000 and $135,000 in fees for these services, respectively. 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Promissory Note — Related Party On September 20, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $700,000 . The Promissory Note is non-interest bearing and payable on the consummation of the merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The amount outstanding under the Promissory Note is $700,000 as of September 30, 2021. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s results of operations, financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements does not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on December 2, 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 and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 - day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. As a result of the underwriter’s election to partially exercise the over-allotment option to purchase an additional 2,500,000 Units, a total of 1,625,000 Units remain available for purchase at a price of $10.00 per Unit. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | NOTE 7. COMMITMENTS AND CONTINGENCIES 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. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on December 2, 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 and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 - day option to purchase up to 4,125,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment to purchase an additional 2,500,000 Units at $10.00 per Unit. The remaining over-allotment option to purchase 1,625,000 Units expired unexercised on January 21, 2021. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
SHAREHOLDERS' EQUITY_2
SHAREHOLDERS' EQUITY | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SHAREHOLDERS' EQUITY [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 8 — SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 30,000,000 Class A ordinary shares issued and outstanding, which are subject to possible redemption and therefor classified as temporary equity. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 7,906,250 Class B ordinary shares issued and outstanding , of which an aggregate of up to 406,250 Class B ordinary shares remain subject to forfeiture as a result of the underwriters’ election to partially exercise their over-allotment option, so that the number of Class B ordinary shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination 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 connection with the Company Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 30,000,000 Class A ordinary shares issued and outstanding, including the Class A ordinary shares subject to possible redemption, which are presented as temporary equity respectively. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. There were 7,500,000 and 7,906,250 of Class B ordinary shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination 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 connection with the Company Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
WARRANTS LIABILITIES [Abstract] | ||
WARRANTS | NOTE 9 — WARRANTS 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) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the 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 warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth ( 60 th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equal or exceeds $10.00 per public share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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. | NOTE 9. WARRANT LIABILITIES As of September 30, 2021 and December 31, 2020, 10,000,000 Public Warrants and 5,333,333 Private Placement Warrants, were outstanding. 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) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the 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 warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth ( 60 th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 - trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equal or exceeds $10.00 per public share (as adjusted); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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_2
FAIR VALUE MEASUREMENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENTS [Abstract] | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $701 in cash and $300,010,878 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the gross holding gains and fair value of held-to-maturity securities at December 31, 2020: Held-To-Maturity Level Amortized Cost Gross Holding Loss Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 06/03/2021 ) 1 $ 300,010,878 $ (21,416) $ 299,989,462 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Investments held in Trust Account 1 $ 299,989,462 Liabilities: Warrant Liability – Public Warrants 3 11,100,000 Warrant Liability – Private Placement Warrants 3 6,026,666 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. 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 consolidated statement of operations. The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The Public Warrants were valued using a Monte Carlo simulation implementing the Black Scholes Option Pricing Model that is modified to capture the redemption features of the Public Warrants. The primary unobservable inputs utilized in determining the fair value of the Public Warrants are the expected volatility of the ordinary shares and the stock price. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units will be classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The key inputs for the Private Placement Warrants and Public Warrants were as follows: December 7, 2020 (Initial Measurement) December 31, 2020 Stock Price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.40 % 0.36 % Expected volatility 17.76 % 21.21 % Probability of Business Combination 80.0 % 80.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of October 12, 2020 $ — $ — $ — Initial measurement on December 7, 2020 4,746,666 8,800,000 13,546,666 Change in valuation inputs or other assumptions 1,280,000 2,300,000 3,580,000 Fair value as of December 31, 2020 $ 6,026,666 $ 11,100,000 $ 17,126,666 | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At September 30, 2021, assets held in the Trust Account were comprised of $300,110,102 in a Money Market fund that invests primarily in U.S. Treasury securities. At December 31, 2020, assets held in the Trust Account were comprised of $701 in cash and $300,010,878 in U.S. Treasury securities. Through September 30, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the gross holding gains (losses) at December 31, 2020: Gross Amortized Holding Held-To-Maturity Cost Loss Fair Value December 31, 2020 U.S. Treasury Securities (Matured on 06/03/2021 ) $ 300,010,878 $ (21,416) $ 299,989,462 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Assets: Investments held in Trust Account 1 $ 300,110,102 $ 299,989,462 Liabilities: Warrant Liability – Public Warrants 1 $ 15,000,000 $ — Warrant Liability – Public Warrants 3 $ — $ 11,100,000 Warrant Liability – Private Placement Warrants 3 $ 8,000,000 $ 6,026,666 The Warrants were 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 consolidated statements of operations. The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The Public Warrants were initially valued using a Monte Carlo simulation implementing the Black Scholes Option Pricing Model that is modified to capture the redemption features of the Public Warrants. The primary unobservable inputs utilized in determining the fair value of the Public Warrants was the expected volatility of the ordinary shares and the stock price. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price is used as the fair value as of each relevant date. The key inputs for the Level 3 Warrants were as follows: September 30, 2021 December 31, 2020 Stock Price $ 9.92 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.98 % 0.36 % Expected volatility 22.8 % 21.21 % Probability of Business Combination 80.0 % 80.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 6,026,666 $ 11,100,000 $ 17,126,666 Transfers to Level 1 — (12,500,000) (12,500,000) Change in fair value 960,000 1,400,000 2,360,000 Fair value as of March 31, 2021 $ 6,986,666 $ — $ 6,986,666 Change in fair value (1,066,666) — (1,066,666) Fair value as of June 30, 2021 $ 5,920,000 — $ 5,920,000 Change in fair value 2,080,000 — 2,080,000 Fair value as of September 30, 2021 $ 8,000,000 — $ 8,000,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the nine months ended September 30, 2021 was $12,500,000 . There were no transfers to / from Levels 1, 2 and 3 during the three month period ended September 30, 2021. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SUBSEQUENT EVENTS [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other and the restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the restatement discussed in Note 2. |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q 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 Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020, as filed with the SEC on June 15, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. | 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 within these financial states 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. | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 no t have any cash equivalents as of December 31, 2020. | 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 September 30, 2021 and December 31, 2020. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants for periods where no observable traded price was available are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 10). | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants are valued using a Modified Black-Scholes Option Pricing Model. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date (see Note 10). |
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 Accounting Standards Codification (“ASC”) Topic 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 ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 30,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. At December 31, 2020, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table: | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption 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 ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption $ 300,000,000 |
Offering Costs | Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption $ 300,000,000 | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to tax examinations since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net income (Loss) per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 26,283,053 Class A ordinary shares in the aggregate. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Period Ended December 7, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,395,493) $ (848,873) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.11) $ (0.11) | Net income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,333,333 Class A ordinary shares in the aggregate. For the three and nine month periods ending September 30, 2021, the Company did no t have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (6,456,694) $ (1,614,173) $ (7,243,732) $ (1,810,933) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.22) $ (0.22) $ (0.24) $ (0.24) |
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 accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such 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 Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the Warrants (see Note 10). | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, excluding the warrant liability which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations, or cash flows. The Company’s management does not believe any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective 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 Company’s condensed financial statements. |
REVISION OF PREVIOUSLY ISSUED_2
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ||
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Balance Sheet as of December 7, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Class A ordinary shares subject to possible redemption $ 272,455,350 $ 27,544,650 $ 300,000,000 Class A ordinary shares $ 275 $ (275) $ — Additional paid-in capital $ 5,510,723 $ (5,510,723) $ — Accumulated deficit $ (511,782) $ (22,033,652) $ (22,545,434) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (27,544,650) $ (22,544,647) Number of shares subject to redemption 27,245,535 2,754,465 30,000,000 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: Balance Sheet as of December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Class A ordinary shares subject to possible redemption $ 268,722,770 $ 31,277,230 $ 300,000,000 Class A ordinary shares $ 313 $ (313) $ — Additional paid-in capital $ 9,243,265 $ (9,243,265) $ — Accumulated deficit $ (4,244,366) $ (22,033,652) $ (26,278,018) Total Shareholders’ Equity (Deficit) $ 5,000,003 $ (31,277,230) $ (26,277,227) Number of shares subject to redemption 26,872,277 3,127,723 30,000,000 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period ended December 31, 2020: Statement of Operations for the period December 7, 2020 (inception) through December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Weighted average shares outstanding of Class A ordinary shares 30,000,000 (20,625,000) 9,375,000 Basic and diluted net loss per share, Class A ordinary shares $ — (0.26) $ (0.26) Weighted average shares outstanding of Class B ordinary shares 7,500,000 (429,688) 7,070,313 Basic and diluted loss income per share, Class B ordinary shares $ (0.57) 0.31 $ (0.26) The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: Statement of Cash Flows for the period from December 7, 2020 (inception) through December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment As No. 1 Adjustment Restated Initial classification of Class A ordinary shares subject to possible redemption $ 272,455,350 $ (272,455,350) $ — Change in value of Class A ordinary shares subject to possible redemption $ (3,732,580) $ 3,732,580 $ — | The impact of the restatement on the Company’s financial statements is reflected in the following table: As Previously As Reported Adjustment Restated Balance Sheet as of March 31, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 265,863,940 $ 34,136,060 $ 300,000,000 Ordinary shares $ 341 $ (341) $ — Additional paid-in capital $ 12,102,108 $ (12,102,108) $ — Accumulated deficit $ (7,103,195) $ (22,033,611) $ (29,136,806) Total Shareholder’s Equity (Deficit) $ 5,000,004 $ (34,136,060) $ (29,136,056) Balance Sheet as of June 30, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 267,738,970 $ 32,261,030 $ 300,000,000 Ordinary shares $ 323 $ (323) $ — Additional paid-in capital $ 10,227,096 $ (10,227,096) $ — Accumulated deficit $ (5,228,164) $ (22,033,611) $ (27,261,775) Total Shareholder’s Equity (Deficit) $ 5,000,005 $ (32,261,030) $ (27,261,025) Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Change in value of Class A ordinary shares subject to possible redemption $ (2,858,830) $ 2,858,830 $ — Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) Change in value of Class A ordinary shares subject to possible redemption $ (983,800) $ 983,800 $ — As Previously As Reported Adjustment Restated Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 (14,117,647) 15,882,353 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.03 $ 0.03 Weighted average shares outstanding of Class B ordinary shares 7,500,000 (3,529,412) 3,970,588 Basic and diluted net loss per share, Class B ordinary shares $ (0.39) $ 0.42 $ 0.03 Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 — 30,000,000 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.02 $ 0.02 Weighted average shares outstanding of Class B ordinary shares 7,500,000 — 7,500,000 Basic and diluted net loss per share, Class B ordinary shares $ 0.24 $ (0.22) $ 0.02 Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding of Class A ordinary shares 30,000,000 — 30,000,000 Basic and diluted loss per share, Class A ordinary shares $ — $ 0.04 $ 0.04 Weighted average shares outstanding of Class B ordinary shares 7,500,000 (2,687,861) 4,812,139 Basic and diluted net loss per share, Class B ordinary shares $ (0.14) $ 0.18 $ 0.04 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Reconciled Class A Ordinary Shares Reflected in Condensed Balance Sheets | At September 30, 2021, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,800,000) Class A ordinary shares issuance costs (16,511,195) Plus: Accretion of carrying value to redemption value 25,311,195 Class A ordinary shares subject to possible redemption $ 300,000,000 | |
Basic and Diluted Net Income (Loss) per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For The Period Ended December 7, 2020 (inception) through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,395,493) $ (848,873) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.11) $ (0.11) | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2021 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (6,456,694) $ (1,614,173) $ (7,243,732) $ (1,810,933) Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net loss per ordinary share $ (0.22) $ (0.22) $ (0.24) $ (0.24) |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
FAIR VALUE MEASUREMENTS | ||
Gross Holding Gains (Losses) | The following table presents information about the gross holding gains and fair value of held-to-maturity securities at December 31, 2020: Held-To-Maturity Level Amortized Cost Gross Holding Loss Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 06/03/2021 ) 1 $ 300,010,878 $ (21,416) $ 299,989,462 | The following table presents information about the gross holding gains (losses) at December 31, 2020: Gross Amortized Holding Held-To-Maturity Cost Loss Fair Value December 31, 2020 U.S. Treasury Securities (Matured on 06/03/2021 ) $ 300,010,878 $ (21,416) $ 299,989,462 |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Investments held in Trust Account 1 $ 299,989,462 Liabilities: Warrant Liability – Public Warrants 3 11,100,000 Warrant Liability – Private Placement Warrants 3 6,026,666 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Assets: Investments held in Trust Account 1 $ 300,110,102 $ 299,989,462 Liabilities: Warrant Liability – Public Warrants 1 $ 15,000,000 $ — Warrant Liability – Public Warrants 3 $ — $ 11,100,000 Warrant Liability – Private Placement Warrants 3 $ 8,000,000 $ 6,026,666 |
Level 3 Fair Value Measurement Inputs | The key inputs for the Private Placement Warrants and Public Warrants were as follows: December 7, 2020 (Initial Measurement) December 31, 2020 Stock Price $ 10.00 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.40 % 0.36 % Expected volatility 17.76 % 21.21 % Probability of Business Combination 80.0 % 80.0 % | The key inputs for the Level 3 Warrants were as follows: September 30, 2021 December 31, 2020 Stock Price $ 9.92 $ 10.00 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.98 % 0.36 % Expected volatility 22.8 % 21.21 % Probability of Business Combination 80.0 % 80.0 % |
Change in Fair Value of Level 3 Derivative Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of October 12, 2020 $ — $ — $ — Initial measurement on December 7, 2020 4,746,666 8,800,000 13,546,666 Change in valuation inputs or other assumptions 1,280,000 2,300,000 3,580,000 Fair value as of December 31, 2020 $ 6,026,666 $ 11,100,000 $ 17,126,666 | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ 6,026,666 $ 11,100,000 $ 17,126,666 Transfers to Level 1 — (12,500,000) (12,500,000) Change in fair value 960,000 1,400,000 2,360,000 Fair value as of March 31, 2021 $ 6,986,666 $ — $ 6,986,666 Change in fair value (1,066,666) — (1,066,666) Fair value as of June 30, 2021 $ 5,920,000 — $ 5,920,000 Change in fair value 2,080,000 — 2,080,000 Fair value as of September 30, 2021 $ 8,000,000 — $ 8,000,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Dec. 07, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($)item | Sep. 30, 2021USD ($)item$ / shares |
Description of Organization and Business Operations [Abstract] | ||||
Gross proceeds | $ 300,000,000 | |||
Gross proceeds from private placement | 8,000,000 | |||
Transaction costs | 17,017,977 | $ 17,017,977 | $ 17,017,977 | |
Underwriting fees | 6,000,000 | 6,000,000 | 6,000,000 | |
Deferred underwriting fees | 10,500,000 | 10,500,000 | 10,500,000 | $ 10,500,000 |
Other offering costs | 517,977 | 517,977 | $ 517,977 | |
Cash deposited in Trust Account | $ 300,000,000 | $ 300,000,000 | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | $ 10 | ||
Period of prior to completion of the Business Combination | 2 days | 2 days | ||
Net tangible asset threshold for redeeming Public Shares | 5,000,001 | $ 5,000,001 | $ 5,000,001 | |
Percentage of Public Shares that can be redeemed without prior consent | 15.00% | 15.00% | ||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | 100.00% | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | 10 days | ||
Minimum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Number of operating businesses included in initial Business Combination | item | 1 | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | 80.00% | ||
Post-transaction ownership percentage of the target business | 50.00% | 50.00% | ||
Maximum [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | 100,000 | $ 100,000 | |
Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 1.50 | |||
Warrants Issued (in shares) | shares | 5,333,333 | |||
Redeemable Class A Ordinary Shares [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Gross proceeds | $ 300,000,000 | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 30,000,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Gross proceeds | $ 300,000,000 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 2,500,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 07, 2020 | Oct. 11, 2020 | |||
Ordinary shares subject to possible redemption | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||||
Accumulated deficit | (26,278,018) | (27,261,775) | (29,136,806) | (26,278,018) | (27,261,775) | $ (22,545,434) | |||||
Total Shareholders' Equity (Deficit) | (26,277,227) | $ (35,331,892) | $ (27,261,025) | $ (29,136,056) | (26,277,227) | (27,261,025) | $ (35,331,892) | $ (22,544,647) | $ 0 | ||
Basic and diluted net loss per share, Ordinary share | $ 0.04 | ||||||||||
Ordinary shares subject to redemption | 30,000,000 | ||||||||||
Basic net income (loss) per share (in dollars per share) | $ 0.02 | ||||||||||
Redeemable Class A Ordinary Shares [Member] | |||||||||||
Ordinary shares subject to possible redemption | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||||||||
Weighted average shares outstanding, Ordinary share | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||
Basic and diluted net loss per share, Ordinary share | $ (0.11) | $ 0.04 | $ 0.02 | ||||||||
Ordinary shares subject to redemption | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |||||||
Basic net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.26) | $ (0.24) | ||||||||
Class B Non-redeemable Ordinary Shares [Member] | |||||||||||
Ordinary shares | $ 791 | [1] | $ 750 | $ 791 | [1] | $ 750 | |||||
Accumulated deficit | $ (26,278,018) | $ (35,332,642) | $ (26,278,018) | $ (35,332,642) | |||||||
Weighted average shares outstanding, Ordinary share | 7,500,000 | 4,812,139 | 7,500,000 | ||||||||
Basic net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.24) | |||||||||
Adjustment | |||||||||||
Ordinary shares subject to possible redemption | $ 32,261,030 | $ 34,136,060 | 32,261,030 | ||||||||
Ordinary shares | (323) | (341) | (323) | ||||||||
Additional paid-in capital | (10,227,096) | (12,102,108) | (10,227,096) | ||||||||
Accumulated deficit | (22,033,611) | (22,033,611) | (22,033,611) | ||||||||
Total Shareholders' Equity (Deficit) | $ (32,261,030) | (34,136,060) | (32,261,030) | ||||||||
Basic and diluted net loss per share, Ordinary share | $ 0.18 | ||||||||||
Change in value of Class A ordinary shares subject to possible redemption | $ 2,858,830 | 983,800 | |||||||||
Basic net income (loss) per share (in dollars per share) | $ (0.22) | ||||||||||
Adjustment | Redeemable Class A Ordinary Shares [Member] | |||||||||||
Basic and diluted net loss per share, Ordinary share | $ 0.04 | $ 0.02 | |||||||||
Adjustment | Class B Non-redeemable Ordinary Shares [Member] | |||||||||||
Weighted average shares outstanding, Ordinary share | (2,687,861) | ||||||||||
Previously Reported [Member] | |||||||||||
Ordinary shares subject to possible redemption | $ 267,738,970 | $ 265,863,940 | 267,738,970 | ||||||||
Ordinary shares | 323 | 341 | 323 | ||||||||
Additional paid-in capital | 10,227,096 | 12,102,108 | 10,227,096 | 5,510,723 | |||||||
Accumulated deficit | (5,228,164) | (7,103,195) | (5,228,164) | (511,782) | |||||||
Total Shareholders' Equity (Deficit) | $ 5,000,005 | 5,000,004 | 5,000,005 | $ 5,000,003 | |||||||
Basic and diluted net loss per share, Ordinary share | $ (0.14) | ||||||||||
Change in value of Class A ordinary shares subject to possible redemption | $ (2,858,830) | $ (983,800) | |||||||||
Ordinary shares subject to redemption | 27,245,535 | ||||||||||
Basic net income (loss) per share (in dollars per share) | $ 0.24 | ||||||||||
Previously Reported [Member] | Redeemable Class A Ordinary Shares [Member] | |||||||||||
Ordinary shares subject to possible redemption | $ 272,455,350 | ||||||||||
Ordinary shares | $ 275 | ||||||||||
Weighted average shares outstanding, Ordinary share | 30,000,000 | 30,000,000 | |||||||||
Previously Reported [Member] | Class B Non-redeemable Ordinary Shares [Member] | |||||||||||
Weighted average shares outstanding, Ordinary share | 7,500,000 | 7,500,000 | |||||||||
[1] | Includes up to 406,250 Class B ordinary shares subject to forfeiture as a result of the underwriters’ election to partially exercise its over-allotment option (see Note 5). |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Shares Subject to Possible Redemption (Details) - USD ($) | Dec. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Gross proceeds | $ 300,000,000 | |||||
Proceeds allocated to Public Warrants | $ (8,000,000) | |||||
Class A ordinary shares issuance costs | (416,975) | |||||
Class A ordinary share subject to possible redemption | $ 300,000,000 | 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | |
Redeemable Class A Ordinary Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Gross proceeds | 300,000,000 | |||||
Proceeds allocated to Public Warrants | (8,800,000) | |||||
Class A ordinary shares issuance costs | (16,511,195) | |||||
Accretion of carrying value to redemption value | 25,311,195 | |||||
Class A ordinary share subject to possible redemption | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | |||
Initial Public Offering [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Gross proceeds | 300,000,000 | |||||
Accretion of carrying value to redemption value | 25,311,195 | |||||
Class A ordinary share subject to possible redemption | 300,000,000 | |||||
Initial Public Offering [Member] | Redeemable Class A Ordinary Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Class A ordinary shares issuance costs | (16,511,195) | |||||
Initial Public Offering [Member] | Public Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds allocated to Public Warrants | $ (8,800,000) |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) per Ordinary Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Share [Abstract] | |||||
Basic net income (loss) per share (in dollars per share) | $ 0.02 | ||||
Redeemable Class A Ordinary Shares [Member] | |||||
Numerator: Net Income (Loss) minus Redeemable Net Earnings [Abstract] | |||||
Allocation of net loss, as adjusted | $ (6,456,694) | $ (7,243,732) | |||
Non-Redeemable Net Income (Loss) | $ (3,395,493) | ||||
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Share [Abstract] | |||||
Basic weighted average shares outstanding (in shares) | 30,000,000 | 9,375,000 | 30,000,000 | ||
Diluted weighted average shares outstanding (in shares) | 30,000,000 | 30,000,000 | |||
Basic net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.26) | $ (0.24) | ||
Diluted net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.24) | |||
Non-redeemable Class B Ordinary Shares [Member] | |||||
Numerator: Net Income (Loss) minus Redeemable Net Earnings [Abstract] | |||||
Allocation of net loss, as adjusted | $ (1,614,173) | $ (1,810,933) | |||
Non-Redeemable Net Income (Loss) | $ (848,873) | ||||
Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary Share [Abstract] | |||||
Basic weighted average shares outstanding (in shares) | 7,500,000 | 7,500,000 | |||
Diluted weighted average shares outstanding (in shares) | 7,500,000 | 7,070,313 | 7,500,000 | ||
Basic net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.24) | |||
Diluted net income (loss) per share (in dollars per share) | $ (0.22) | $ (0.26) | $ (0.24) | ||
Private Placement Warrants [Member] | |||||
Net income (Loss) per Ordinary Share [Abstract] | |||||
Antidilutive shares excluded from computation (in shares) | 0 | 0 | |||
Private Placement Warrants [Member] | Redeemable Class A Ordinary Shares [Member] | |||||
Net income (Loss) per Ordinary Share [Abstract] | |||||
Antidilutive shares excluded from computation (in shares) | 26,283,053 | ||||
Number of shares called by each warrant (in shares) | 15,333,333 | 15,333,333 |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Concentration of Credit Risk (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Amount of federal depository insurance coverage | $ 250,000 | $ 250,000 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - $ / shares | Dec. 07, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Public Warrants | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each Unit (in shares) | 0.33 | 0.33 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | |
Redeemable Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each Unit (in shares) | 1 | 1 | |
Number of shares called by each warrant (in shares) | 1 | ||
Redeemable Class A Ordinary Shares [Member] | Public Warrants | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each Unit (in shares) | 1 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 30,000,000 | ||
Share price (in dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 2,500,000 | ||
Share price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) | Dec. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Private Placement [Abstract] | ||||
Proceeds from private placement of warrants | $ 8,000,000 | |||
Redeemable Class A Ordinary Shares [Member] | ||||
Private Placement [Abstract] | ||||
Proceeds from private placement of warrants | $ 8,800,000 | |||
Number of shares called by each warrant (in shares) | 1 | 1 | ||
Private Placement Warrants [Member] | ||||
Private Placement [Abstract] | ||||
Warrants Issued (in shares) | 5,333,333 | |||
Share price (in dollars per share) | $ 1.50 | |||
Proceeds from private placement of warrants | $ 8,000,000 | |||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | |
Private Placement Warrants [Member] | Redeemable Class A Ordinary Shares [Member] | ||||
Private Placement [Abstract] | ||||
Number of shares called by each warrant (in shares) | 1 | 1 | 1 |
RELATED PARTY TRANSACTIONS, F_2
RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($) | Jan. 21, 2021 | Dec. 02, 2020 | Nov. 30, 2020 | Oct. 21, 2020 | Oct. 31, 2020 | Oct. 20, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Jan. 21, 2020 |
Redeemable Class A Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Ordinary shares outstanding (in shares) | 0 | 3,000,000 | |||||||
Ordinary shares issued (in shares) | 0 | ||||||||
Threshold trading days | 20 days | 20 days | |||||||
Threshold consecutive trading days | 30 days | 30 days | |||||||
Redeemable Class A Ordinary Shares [Member] | Minimum [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Share price (in dollars per share) | $ 12 | $ 12 | |||||||
Period after initial Business Combination | 150 days | 150 days | |||||||
Class B Non-redeemable Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Ordinary shares outstanding (in shares) | 7,500,000 | 7,906,250 | 7,500,000 | ||||||
Ordinary shares issued (in shares) | 7,500,000 | 7,906,250 | 7,500,000 | ||||||
Sponsor [Member] | Class B Non-redeemable Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Proceeds from issuance of ordinary stock | $ 25,000 | $ 25,000 | |||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 8,625,000 | 8,625,000 | |||||||
Number of ordinary shares surrendered by sponsor (in shares) | 1,437,500 | ||||||||
Ordinary shares outstanding (in shares) | 7,906,250 | ||||||||
Stock dividend (in shares) | 718,750 | ||||||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | ||||||||
Forfeiture of Founder Shares (in shares) | 406,250 | ||||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | 1 year | |||||||
Sponsor [Member] | Class B Non-redeemable Ordinary Shares [Member] | Maximum [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Shares subject to forfeiture (in shares) | 406,250 | 406,250 | |||||||
Directors [Member] | Class B Non-redeemable Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 120,000 | ||||||||
Third-party Advisors [Member] | Class B Non-redeemable Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 30,000 |
RELATED PARTY TRANSACTIONS, A_2
RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - USD ($) | Dec. 07, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Related Party Loans [Abstract] | ||||
Monthly administrative service fee | $ 15,000 | |||
Fees incurred | $ 45,000 | $ 15,000 | $ 135,000 | |
Fees paid | $ 45,000 | $ 135,000 |
RELATED PARTY TRANSACTIONS, R_2
RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Loans [Abstract] | ||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | $ 1,500,000 |
Conversion price (in dollars per share) | $ 1.50 | $ 1.50 |
Borrowings outstanding | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS, P_2
RELATED PARTY TRANSACTIONS, Promissory Note - Related Party (Details) - USD ($) | Dec. 07, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Oct. 13, 2020 |
Related Party Transaction [Line Items] | ||||
Repayment of loan | $ 81,002 | |||
Amount outstanding | $ 700,000 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, maximum borrowing capacity | 700,000 | $ 300,000 | ||
Repayment of loan | $ 81,002 | |||
Amount outstanding | $ 700,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jan. 21, 2021 | Dec. 07, 2020 | Dec. 31, 2020 | Sep. 30, 2021 |
Underwriting Agreement [Abstract] | ||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||
Additional units granted to cover over-allotments (in shares) | 4,125,000 | |||
Underwriter deferred fee (in dollars per share) | $ 0.35 | $ 0.35 | ||
Deferred underwriting fees | $ 10,500,000 | $ 10,500,000 | $ 10,500,000 | |
Over-Allotment Option [Member] | ||||
Underwriting Agreement [Abstract] | ||||
Units issued (in shares) | 2,500,000 | |||
Unit price (in dollars per share) | $ 10 | |||
Number of remaining units expired unexercised (in shares) | 1,625,000 | 1,625,000 |
SHAREHOLDERS' EQUITY (Details_2
SHAREHOLDERS' EQUITY (Details) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2021Vote$ / sharesshares | Jan. 21, 2021shares | Dec. 07, 2020shares | Dec. 02, 2020shares | |
Shareholders' Equity [Abstract] | |||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preference shares, shares issued (in shares) | 0 | 0 | |||
Preference shares, shares outstanding (in shares) | 0 | 0 | |||
Class A ordinary shares, shares subject to possible redemption (in shares) | 30,000,000 | ||||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | ||||
As-converted percentage for Class A common stock after conversion of Class B shares | 20.00% | ||||
Redeemable Class A Ordinary Shares [Member] | |||||
Shareholders' Equity [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | Vote | 1 | 1 | |||
Ordinary shares, shares issued (in shares) | 0 | ||||
Ordinary shares, shares outstanding (in shares) | 0 | 3,000,000 | |||
Class A ordinary shares, shares subject to possible redemption (in shares) | 30,000,000 | 30,000,000 | |||
Class B Non-redeemable Ordinary Shares [Member] | |||||
Shareholders' Equity [Abstract] | |||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | Vote | 1 | 1 | |||
Ordinary shares, shares issued (in shares) | 7,906,250 | 7,500,000 | 7,500,000 | ||
Ordinary shares, shares outstanding (in shares) | 7,906,250 | 7,500,000 | 7,500,000 | ||
Sponsor [Member] | Class B Non-redeemable Ordinary Shares [Member] | |||||
Shareholders' Equity [Abstract] | |||||
Ordinary shares, shares outstanding (in shares) | 7,906,250 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Warrants [Abstract] | ||
Period to exercise warrants after Business Combination | 30 days | 30 days |
Period to exercise warrants after closing of Initial Public Offering | 1 year | 1 year |
Period to file registration statement after initial Business Combination | 15 days | 15 days |
Period for registration statement to become effective | 60 days | 60 days |
Expiration period of warrants | 5 years | 5 years |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | $ 10 |
Redeemable Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Threshold trading days | 20 days | 20 days |
Threshold consecutive trading days | 30 days | 30 days |
Redeemable Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | $ 12 |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 180.00% | 180.00% |
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 |
Notice period to redeem warrants | 30 days | 30 days |
Threshold trading days | 20 days | 20 days |
Threshold consecutive trading days | 30 days | 30 days |
Redemption period | 30 days | 30 days |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Redeemable Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | $ 18 |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 100.00% | 100.00% |
Warrant redemption price (in dollars per share) | $ 0.10 | $ 0.10 |
Notice period to redeem warrants | 30 days | 30 days |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Redeemable Class A Ordinary Shares [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | $ 10 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Warrants [Abstract] | ||
Percentage multiplier | 115.00% | 115.00% |
Warrant redemption price (in dollars per share) | $ 18 | $ 18 |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Warrants [Abstract] | ||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60.00% | 60.00% |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redeemable Class A Ordinary Shares [Member] | ||
Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days | 20 days |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redeemable Class A Ordinary Shares [Member] | Maximum [Member] | ||
Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.20 | $ 9.20 |
Public Warrants. | ||
Warrants [Abstract] | ||
Class of Warrant or Right, Outstanding | 10,000,000 | 10,000,000 |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Class of Warrant or Right, Outstanding | 5,333,333 | 5,333,333 |
FAIR VALUE MEASUREMENTS, Asse_3
FAIR VALUE MEASUREMENTS, Assets Held in Trust Account (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets held in Trust Account [Abstract] | ||
Assets held in Trust Account | $ 300,110,102 | $ 300,011,579 |
US Treasury Securities [Member] | ||
Assets held in Trust Account [Abstract] | ||
Assets held in Trust Account | $ 300,110,102 | 300,010,878 |
Cash [Member] | ||
Assets held in Trust Account [Abstract] | ||
Assets held in Trust Account | $ 701 |
FAIR VALUE MEASUREMENTS, Held_2
FAIR VALUE MEASUREMENTS, Held-to-maturity Securities (Details) - US Treasury Securities [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | |
Held to Maturity Securities [Abstract] | |||
Amortized cost | $ 300,010,878 | $ 300,010,878 | $ 300,010,878 |
Gross holding loss | (21,416) | (21,416) | (21,416) |
Fair value | $ 299,989,462 | $ 299,989,462 | $ 299,989,462 |
Maturity date | Jun. 3, 2021 | Jun. 30, 2021 |
FAIR VALUE MEASUREMENTS, Asse_4
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | $ 299,989,462 | |
Level 1 [Member] | Public Warrants | ||
Liabilities [Abstract] | ||
Warrant liability | $ 15,000,000 | 11,100,000 |
Level 1 [Member] | Money Market Fund [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 300,110,102 | 299,989,462 |
Level 3 [Member] | Public Warrants | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 11,100,000 |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 8,000,000 | $ 6,026,666 |
FAIR VALUE MEASUREMENTS, Leve_2
FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement Inputs (Details) - Warrants | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares | Dec. 07, 2020$ / shares |
Stock Price [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 9.92 | 10 | 10 |
Exercise price | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 11.50 | 11.50 | 11.50 |
Risk-free interest rate | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 0.98 | 0.36 | 0.40 |
Expected volatility | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 22.8 | 21.21 | 17.76 |
Probability of Business Combination | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 8 | 80 | 80 |
FAIR VALUE MEASUREMENTS, Chan_2
FAIR VALUE MEASUREMENTS, Change in Fair Value of Level 3 Derivative Warrant Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | ||||
Transfers to Level 1 | $ 0 | |||
Transfers Level 1 to Level 2 | 0 | |||
Transfers Level 2 to Level 1 | 0 | |||
Transfers to Level 3 | 0 | |||
Private Placement | ||||
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | ||||
Fair value, beginning of period | $ 4,746,666 | 5,920,000 | $ 6,986,666 | $ 6,026,666 |
Transfers to Level 1 | 0 | |||
Change in fair value | 1,280,000 | 2,080,000 | (1,066,666) | 960,000 |
Fair value, end of period | 6,026,666 | 8,000,000 | 5,920,000 | 6,986,666 |
Public Warrants | ||||
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | ||||
Fair value, beginning of period | 8,800,000 | 0 | 0 | 11,100,000 |
Transfers to Level 1 | (12,500,000) | |||
Change in fair value | 2,300,000 | 0 | 0 | 1,400,000 |
Fair value, end of period | 11,100,000 | 0 | 0 | 0 |
Warrant Liabilities | ||||
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward] | ||||
Fair value, beginning of period | 13,546,666 | 5,920,000 | 6,986,666 | 17,126,666 |
Transfers to Level 1 | (12,500,000) | |||
Change in fair value | 3,580,000 | 2,080,000 | (1,066,666) | 2,360,000 |
Fair value, end of period | $ 17,126,666 | $ 8,000,000 | $ 5,920,000 | $ 6,986,666 |