Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | PONTEM CORPORATION | |
Trading Symbol | PNTM | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001830392 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-39882 | |
Entity Tax Identification Number | 98-1562955 | |
Entity Address, Address Line One | 1140 Avenue of the Americas | |
Entity Address, Address Line Two | 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | (212) | |
Local Phone Number | 457-9077 | |
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 69,000,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 17,250,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 129,936 | |
Prepaid expenses | 573,480 | 5,000 |
Total current assets | 703,416 | 5,000 |
Investments held in Trust Account | 690,052,564 | |
Deferred offering costs associated with initial public offering | 557,602 | |
Total Assets | 690,755,980 | 562,602 |
Current liabilities: | ||
Accounts payable | 22,035 | |
Accrued expenses | 64,609 | 13,647 |
Accrued offering costs | 34,000 | 350,000 |
Due to related party | 9,699 | |
Note payable - related party | 181,468 | |
Working capital loan - related party | 149,975 | |
Total current liabilities | 280,318 | 545,115 |
Deferred legal fees | 530,346 | 49,802 |
Deferred underwriting commissions | 24,150,000 | |
Derivative liabilities | 33,308,510 | |
Total liabilities | 58,269,174 | 594,917 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 750,000,000 shares authorized; 69,000,000 and 0 shares issued and outstanding, subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively | 690,000,000 | |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Class B ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 17,250,000 shares issued and outstanding at June 30 , 2021 and December 31, 2020, respectively | 1,725 | 1,725 |
Additional paid-in capital | 23,275 | |
Accumulated deficit | (57,514,919) | (57,315) |
Total shareholders’ deficit | (57,513,194) | (32,315) |
Total Liabilities and Shareholders’ Deficit | $ 690,755,980 | $ 562,602 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption per share (in Dollars per share) | $ 10 | |
Ordinary shares, shares authorized | 750,000,000 | 750,000,000 |
Ordinary shares, shares issued | 69,000,000 | 0 |
Ordinary shares, shares outstanding | 69,000,000 | 0 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 17,250,000 | 17,250,000 |
Ordinary shares, shares outstanding | 17,250,000 | 17,250,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 617,750 | $ 980,522 |
General and administrative expenses - related party | 45,000 | 90,000 |
Loss from operations | (662,750) | (1,070,522) |
Other income (expense) | ||
Change in fair value of derivative warrant liabilities | (7,988,040) | 12,888,630 |
Change in fair value of the forward purchase agreement | (486,840) | (65,140) |
Financing costs - derivative warrant liabilities | (1,784,824) | |
Investment income on Trust Account | 25,042 | 52,564 |
Net (loss) income | $ (9,112,588) | $ 10,020,708 |
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption (in Shares) | 69,000,000 | 69,000,000 |
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption (in Dollars per share) | ||
Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares (in Shares) | 17,250,000 | 17,075,967 |
Basic and diluted net (loss) income per ordinary share, non-redeemable ordinary shares (in Dollars per share) | $ (0.53) | $ 0.58 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Shareholders’ Deficit - USD ($) | Class BOrdinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 1,725 | $ 23,275 | $ (57,315) | $ (32,315) |
Balance (in Shares) at Dec. 31, 2020 | 17,250,000 | |||
Excess of cash received over fair value of the private placement warrants | 948,000 | 948,000 | ||
Accretion of Class A ordinary shares subject to redemption amount | (971,275) | (67,478,312) | (68,449,587) | |
Net income (loss) | 19,133,296 | 19,133,296 | ||
Balance at Mar. 31, 2021 | $ 1,725 | (48,402,331) | (48,400,606) | |
Balance (in Shares) at Mar. 31, 2021 | 17,250,000 | |||
Net income (loss) | (9,112,588) | (9,112,588) | ||
Balance at Jun. 30, 2021 | $ 1,725 | $ (57,514,919) | $ (57,513,194) | |
Balance (in Shares) at Jun. 30, 2021 | 17,250,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Cash Flows | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 10,020,708 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Change in fair value of derivative warrant liabilities | (12,888,630) |
Change in fair value of the forward purchase agreement | 65,140 |
Financing costs - derivative warrant liabilities | 1,784,824 |
Income from investments held in Trust Account | (52,564) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (568,480) |
Accounts payable | 22,035 |
Accrued expenses | 50,962 |
Due to related party | 9,699 |
Deferred legal fees | 261,132 |
Net cash used in operating activities | (1,295,174) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (690,000,000) |
Net cash used in investing activities | (690,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (226,948) |
Proceeds received from initial public offering, gross | 690,000,000 |
Proceeds received from private placement | 15,800,000 |
Offering costs paid | (14,297,917) |
Proceeds from working capital loan to related party | 149,975 |
Net cash provided by financing activities | 691,425,110 |
Net change in cash | 129,936 |
Cash - beginning of the period | |
Cash - end of the period | 129,936 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accrued offering costs | 34,000 |
Offering costs paid by Sponsor under promissory note | 45,479 |
Offering costs included in deferred legal fees | 269,214 |
Deferred underwriting commissions | $ 24,150,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Pontem Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 15, 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 that the Company has not yet identified (“Business Combination”). As of June 30, 2021, the Company had not commenced any operations. All activity for the period from October 15, 2020 (inception) through June 30, 2021 relates to the Company’s formation, and since the closing of the initial public offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on its investments held in the trust account from the proceeds of its initial public offering (the “Initial Public Offering”). The Company’s sponsor is Pontem LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2021. On January 15, 2021, the Company consummated its Initial Public Offering of 69,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes 9,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $690.0 million, and incurring offering costs of approximately $38.9 million, of which approximately $24.2 million and approximately $213,000 was for deferred underwriting commissions and deferred legal fees, respectively (Notes 2 and 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,533,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor and HSM-Invest, a Switzerland simple or general non-commercial partnership (“HSM-Invest”), generating gross proceeds of $15.8 million (Notes 5 and 7). Upon the closing of the Initial Public Offering and the Private Placement, $690.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its 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 a 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 for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which were adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 15, 2023, (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights 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 remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters 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 in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except 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. Liquidity and Capital Resources As of June 30, 2021, the Company had approximately $130,000 in its operating bank account and working capital of approximately $423,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), a loan of up to approximately $300,000 from the Sponsor pursuant to the Note (as defined in Note 5), of which approximately $181,000 was outstanding as of December 31, 2020 and approximately $227,000 prior to the Initial Public Offering, and the proceeds of $2.0 million from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on January 18, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). On April 30, 2021, the Company entered into a Working Capital Loan Agreement with the Sponsor and HSM-Invest, pursuant to which the Company may borrow up to $1.2 million from the Sponsor and HSM-Invest for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. All unpaid principal under the Working Capital Promissory Note will be due and payable in full on the effective date of the Business Combination. See Note 5 for a description of the agreement and the underlying promissory notes. As of June 30, 2021 and December 31, 2020, there were approximately $150,000 and $0 outstanding under a Working Capital Loan, respectively. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K March 31, 2021. Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 the account. 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 had no cash equivalents as of June 30, 2021 and December 31, 2020. Due to Related Party Due to related party consist of amounts due from the Company to QVIDTVM Inc., an entity affiliated with the Sponsor. As of June 30, 2021 and December 31, 2020, the Company recorded approximately $10,000 and $0 on the unaudited condensed balance sheets, respectively. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative instruments 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 ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities or as equity, is re-assessed at the end of each reporting period. The Company is committed to issue forward purchase units, which are recognized as derivative assets or liabilities depending on the fair value in accordance with ASC 815. Accordingly, the Company recognizes forward purchase agreement instruments as assets or liabilities at fair value and adjusts the instruments to fair value at each reporting period. The assets or liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the units associated with the forward purchase agreement have been estimated utilizing a forward pricing model. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 10,533,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were included in temporary equity along with accretion of the Class A ordinary shares. For the three and six months ended June 30, 2021, of the total offering costs of the Initial Public Offering, approximately $1.8 million is included in financing cost - derivative warrant liabilities in the unaudited condensed statement of operations. The Company classified deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 69,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 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. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) per Ordinary Shares Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss from investments held in Trust Account, net of applicable income taxes, if any, by the weighted average number of Class A ordinary shares subject to possible redemption outstanding for the period. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss from investment attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss from investments based on non-redeemable shares’ proportionate interest. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the Public Warrants and Private Placement Warrants since their exercise price is in excess of the average Class A ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the For the Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Income from investments held in Trust Account $ 25,042 $ 52,564 Less: Company’s portion available to be withdrawn to pay taxes - - Net income attributable to Class A ordinary shares subject to possible redemption $ 25,042 $ 52,564 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 69,000,000 69,000,000 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ - $ - Non-redeemable ordinary shares Numerator: Net (Loss) Income minus Net Earnings Net (loss) income $ (9,112,588 ) $ 10,020,708 Net income allocable to Class A ordinary shares subject to possible redemption 25,042 52,564 Non-redeemable net (loss) income $ (9,137,630 ) $ 9,968,144 Denominator: weighted average non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 17,250,000 17,075,967 Basic and diluted net (loss) income per ordinary share, non-redeemable ordinary shares $ (0.53 ) $ 0.58 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options ( ) and Derivatives and Hedging—Contracts in Entity’s Own Equity ( ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On January 15, 2021, the Company consummated its Initial Public Offering of 69,000,000 Units, which includes 9,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $690.0 million, and incurring offering costs of approximately $38.9 million, of which approximately $24.2 million and approximately $213,000 was for deferred underwriting commissions and deferred legal fees, respectively. 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 share, subject to adjustment (see Note 8). |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,533,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor and HSM-Invest, generating gross proceeds of $15.8 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, HSM-Invest or their permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On October 19, 2020, the Company issued 14,375,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company. Shares and the associated amounts have been retroactively restated to reflect the shares capitalizations on December 23, 2020, January 8, 2021 and January 15, 2021, resulting in an aggregate of 17,250,000 Class B ordinary shares outstanding. The holders of the Founder Shares agreed to surrender and cancel up to an aggregate of 2,250,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 15, 2021, the underwriters fully exercised the over-allotment option; thus, these 2,250,000 Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) three years after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least one year after the initial Business Combination, the Founder Shares will be released from the lockup. Related Party Loans On October 16, 2020, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed approximately $181,000 through December 31, 2020 and approximately $227,000 prior to the Initial Public Offering under the Note. The Company repaid the Note in full on January 18, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On April 30, 2021, the Company entered a Working Capital Loan Agreement (the “Agreement”) with the Sponsor and HSM-Invest, which is attached hereto as Exhibit 10.1 and incorporated by reference herein, pursuant to which the Company may borrow up to $1,200,000 from the Sponsor and HSM-Invest for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. On April 30, 2021, pursuant to the Agreement, the Company issued a promissory note (the “Working Capital Promissory Note”) for the principal amount of $600,000 to the Sponsor and HSM-Invest, respectively. The Working Capital Promissory Note does not bear any interest. All unpaid principal under the Working Capital Promissory Note will be due and payable in full on the effective date of the Business Combination (the “Maturity Date”). Pursuant to the terms of the Agreement, the Company is not required to repay the Working Capital Promissory Note if it fails to complete the Business Combination. The Sponsor and HSM-Invest will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Working Capital Promissory Note into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. As of June 30, 2021 and December 31, 2020, there were approximately $150,000 and $0 outstanding under a Working Capital Loan, respectively. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the management team. The Company incurred $30,000 and $60,000 in such fees included as general and administrative expenses to related party on the accompanying unaudited condensed statements of operations for the three and six months ended June 30, 2021, respectively. As of June 30, 2021 and December 31, 2020, there was no balance due. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Consulting Agreement On October 15, 2020, the Company entered into an agreement to obtain consulting services from an affiliate of its Chief Financial Officer, pursuant to which the Company agreed to pay such affiliate of its Chief Financial Officer $5,000 per month. Consulting expenses resulting from such agreement were included within general and administrative expenses to related party in the accompanying unaudited condensed statement of operations. During the three and six months ended June 30, 2021, the Company incurred $15,000 and $30,000 in consulting expenses, respectively. As of June 30, 2021 and December 31, 2020, the Company recorded prepaid expenses of $5,000 in connection with such services on the accompanying unaudited condensed balance sheets, respectively. Forward Purchase Agreement On January 12, 2021, the company entered into a forward purchase agreement with QVIDTVM Management LLC providing for the purchase of up to 15,000,000 forward purchase units (the “Forward Purchase Agreement”), with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one-third of one redeemable warrant to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants”), at a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination. The number of forward purchase units to be purchased by QVIDTVM Management LLC will be subject to the sole discretion of Mr. Alici, who has investment control over the capital committed to such entity, but in no event will be less than 5,000,000 forward purchase units. The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares held by Public Shareholders are redeemed by the Company. The obligation to purchase the forward purchase units is subject to customary closing conditions, including that the initial Business Combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase units. The Forward Purchase Shares and Forward Purchase Warrants will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. The Forward Purchase Agreement is accounted for as an asset or liability measured at fair value with changes in fair value reported each period in earnings. The initial value of the Forward Purchase Agreement was insignificant. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and 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 Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the Forward Purchase Agreement, the Company agreed to use its reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Sponsor or its assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides that these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 9,000,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On January 15, 2021, the underwriters fully exercised the over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $13.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $24.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $350,000 (“Deferred Legal Fees”). The deferred fee will become payable in the event that the Company completes a Business Combination. As of June 30, 2021 and December 31, 2020, the Company recorded deferred legal fees of approximately $530,000 and $50,000 in connection with such services on the accompanying condensed balance sheets, respectively. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 7 — Derivative Warrant Liabilities As of June 30, 2021, the Company had 23,000,000 Public Warrants and 10,533,333 Private Warrants outstanding. There were no warrants outstanding as of December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” 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, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, other than the forward purchase securities, for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. 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 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 non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders 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. 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 herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. 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 (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 trading-day period ending three trading days before the Company sends the notice of redemption to the warrant holders; ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; ● provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 8 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company is authorized to issue 750,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2021, there were 69,000,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. As June 30, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet are reconciled in the following table: As of Gross proceeds $ 690,000,000 Less: Proceeds allocated to public warrants (31,280,000 ) Class A ordinary shares issuance costs (37,169,587 ) Plus: Accretion of carrying value to redemption value 68,449,587 Class A ordinary shares subject to possible redemption $ 690,000,000 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity (Deficit) | Note 9 — Shareholders’ Equity (Deficit) Preference Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the 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 the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial 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 ordinary shares outstanding after such conversion, 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 the initial 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 the initial Business Combination, any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans and the Forward Purchase Shares and Forward Purchase Warrants; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 690,052,564 $ - $ - $ 690,052,564 Liabilities: Derivative liabilities - Public Warrants $ 22,801,120 $ - $ - $ 22,801,120 Derivative liabilities - Private Placement Warrants $ - $ - $ 10,442,250 $ 10,442,250 Derivative liabilities - forward purchase agreement $ - $ - $ 65,140 $ 65,140 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from an initial Level 3 measurement to a Level 1 fair value measurement as the Public Warrants were separately listed and traded in March 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Company’s instruments estimated at fair value using Level 3 inputs were its Private Placement Warrants, Public Warrants, and the Forward Purchase Agreement. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Modified Black-Scholes model. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement. The fair value of the units associated with the Forward Purchase Agreement have been estimated utilizing a forward pricing model. The Company determined that the initial fair value of the units (including shares and warrants) associated with the Forward Purchase Agreement as of January 15, 2021, was insignificant. Inherent in a Monte Carlo simulation model, Modified Black-Scholes Model, and a forward pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: Warrants: As of As of As of Option term (in years) 5.97 5.76 5.51 Volatility 23.00 % 13.80 % 16.00 % Risk-free interest rate 0.63 % 1.10 % 0.95 % Expected dividends 0.00 % 0.00 % 0.00 % Forward Purchase Agreement: Expected term 0.96 0.75 0.50 Risk-free interest rate 0.12 % 0.06 % 0.06 % The change in the fair value of the derivative warrant liabilities measured utilizing Level 3 measurements for the period for the three and six months ended June 30, 2021 is summarized as follows: Derivative warrant liabilities beginning of the period $ - Issuance of Public and Private Warrants - Level 3 measurement 46,132,000 Transfer of Public Warrants to a Level 1 measurement (31,280,000 ) Change in fair value of derivative warrant liabilities - Level 3 measurement (6,846,670 ) Derivative warrant liabilities at March 31, 2021 - Level 3 measurement 8,005,330 Change in fair value of derivative warrant liabilities - Level 3 measurement 2,436,920 Derivative warrant liabilities at June 30, 2021 - Level 3 measurement $ 10,442,250 |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 6 Months Ended |
Jun. 30, 2021 | |
Revision To Prior Period Financial Statements [Abstract] | |
Revision to Prior Period Financial Statements | Note 11 — Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified an error in the application of accounting guidance related to the Company’s warrants and Forward Purchase Agreement in the Company’s previously issued audited balance sheet dated January 15, 2021, filed on Form 8-K on January 22, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on January 15, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity In addition, upon considering the impact of the forward purchase agreement, it was concluded that the redemption value of the Class A ordinary shares subject to redemption should include all the Public Shares. This resulted in a measurement adjustment to the initial carrying value of the Class A ordinary shares subject to redemption with the offset recorded to additional paid-in capital and accumulated deficit. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. The Company determined that the initial fair value of the units (including shares and warrants) associated with the Forward Purchase Agreement as of January 15, 2021, was insignificant. The effect of the Revision to the Post-IPO Balance Sheet is as follows: As of January 15, 2021 As Adjustment As Revised Balance Sheet Total assets $ 692,971,800 $ - $ 692,971,800 Liabilities and shareholders’ equity Total current liabilities $ 1,786,633 $ - $ 1,786,633 Deferred legal fees 212,549 - 212,549 Deferred underwriting commissions 24,150,000 - 24,150,000 Derivative warrant liabilities - 46,132,000 46,132,000 Total liabilities 26,149,182 46,132,000 72,281,182 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 661,822,610 28,177,390 690,000,000 Shareholders’ equity Preference shares - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 282 (282 ) - Class B ordinary shares - $0.0001 par value 1,725 - 1,725 Additional paid-in-capital 5,102,637 (5,102,637 ) - Accumulated deficit (104,636 ) (69,206,471 ) (69,311,107 ) Total shareholders’ equity 5,000,008 (74,309,390 ) (69,309,382 ) Total liabilities and shareholders’ equity $ 692,971,800 $ - $ 692,971,800 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K March 31, 2021. |
Emerging growth company | Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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 the account. |
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 had no cash equivalents as of June 30, 2021 and December 31, 2020. |
Due to Related Party | Due to Related Party Due to related party consist of amounts due from the Company to QVIDTVM Inc., an entity affiliated with the Sponsor. As of June 30, 2021 and December 31, 2020, the Company recorded approximately $10,000 and $0 on the unaudited condensed balance sheets, respectively. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income on Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. |
Fair Value of financial instruments | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative instruments | Derivative instruments 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 ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities or as equity, is re-assessed at the end of each reporting period. The Company is committed to issue forward purchase units, which are recognized as derivative assets or liabilities depending on the fair value in accordance with ASC 815. Accordingly, the Company recognizes forward purchase agreement instruments as assets or liabilities at fair value and adjusts the instruments to fair value at each reporting period. The assets or liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the units associated with the forward purchase agreement have been estimated utilizing a forward pricing model. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 10,533,333 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were included in temporary equity along with accretion of the Class A ordinary shares. For the three and six months ended June 30, 2021, of the total offering costs of the Initial Public Offering, approximately $1.8 million is included in financing cost - derivative warrant liabilities in the unaudited condensed statement of operations. The Company classified deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 69,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. |
Income taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 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. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Income (loss) per Ordinary Shares | Net Income (Loss) per Ordinary Shares Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company’s unaudited condensed statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per ordinary share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss from investments held in Trust Account, net of applicable income taxes, if any, by the weighted average number of Class A ordinary shares subject to possible redemption outstanding for the period. Net income (loss) per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss from investment attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include Founder Shares as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss from investments based on non-redeemable shares’ proportionate interest. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the Public Warrants and Private Placement Warrants since their exercise price is in excess of the average Class A ordinary shares for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the For the Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Income from investments held in Trust Account $ 25,042 $ 52,564 Less: Company’s portion available to be withdrawn to pay taxes - - Net income attributable to Class A ordinary shares subject to possible redemption $ 25,042 $ 52,564 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 69,000,000 69,000,000 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ - $ - Non-redeemable ordinary shares Numerator: Net (Loss) Income minus Net Earnings Net (loss) income $ (9,112,588 ) $ 10,020,708 Net income allocable to Class A ordinary shares subject to possible redemption 25,042 52,564 Non-redeemable net (loss) income $ (9,137,630 ) $ 9,968,144 Denominator: weighted average non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 17,250,000 17,075,967 Basic and diluted net (loss) income per ordinary share, non-redeemable ordinary shares $ (0.53 ) $ 0.58 |
Recent Issued Accounting Standards | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options ( ) and Derivatives and Hedging—Contracts in Entity’s Own Equity ( ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per ordinary share | For the For the Class A ordinary shares subject to possible redemption Numerator: Earnings allocable to ordinary shares subject to possible redemption Income from investments held in Trust Account $ 25,042 $ 52,564 Less: Company’s portion available to be withdrawn to pay taxes - - Net income attributable to Class A ordinary shares subject to possible redemption $ 25,042 $ 52,564 Denominator: Weighted average Class A ordinary shares subject to possible redemption Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 69,000,000 69,000,000 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ - $ - Non-redeemable ordinary shares Numerator: Net (Loss) Income minus Net Earnings Net (loss) income $ (9,112,588 ) $ 10,020,708 Net income allocable to Class A ordinary shares subject to possible redemption 25,042 52,564 Non-redeemable net (loss) income $ (9,137,630 ) $ 9,968,144 Denominator: weighted average non-redeemable ordinary shares Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 17,250,000 17,075,967 Basic and diluted net (loss) income per ordinary share, non-redeemable ordinary shares $ (0.53 ) $ 0.58 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Class A Ordinary Shares Subject To Possible Redemption [Abstract] | |
Schedule of unaudited condensed balance sheet | As of Gross proceeds $ 690,000,000 Less: Proceeds allocated to public warrants (31,280,000 ) Class A ordinary shares issuance costs (37,169,587 ) Plus: Accretion of carrying value to redemption value 68,449,587 Class A ordinary shares subject to possible redemption $ 690,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value financial assets and liabilities | Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 690,052,564 $ - $ - $ 690,052,564 Liabilities: Derivative liabilities - Public Warrants $ 22,801,120 $ - $ - $ 22,801,120 Derivative liabilities - Private Placement Warrants $ - $ - $ 10,442,250 $ 10,442,250 Derivative liabilities - forward purchase agreement $ - $ - $ 65,140 $ 65,140 |
Schedule of Level 3 fair value measurements | Warrants: As of As of As of Option term (in years) 5.97 5.76 5.51 Volatility 23.00 % 13.80 % 16.00 % Risk-free interest rate 0.63 % 1.10 % 0.95 % Expected dividends 0.00 % 0.00 % 0.00 % Forward Purchase Agreement: Expected term 0.96 0.75 0.50 Risk-free interest rate 0.12 % 0.06 % 0.06 % |
Schedule of changes in the fair value of the derivative warrant liabilities | Derivative warrant liabilities beginning of the period $ - Issuance of Public and Private Warrants - Level 3 measurement 46,132,000 Transfer of Public Warrants to a Level 1 measurement (31,280,000 ) Change in fair value of derivative warrant liabilities - Level 3 measurement (6,846,670 ) Derivative warrant liabilities at March 31, 2021 - Level 3 measurement 8,005,330 Change in fair value of derivative warrant liabilities - Level 3 measurement 2,436,920 Derivative warrant liabilities at June 30, 2021 - Level 3 measurement $ 10,442,250 |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revision To Prior Period Financial Statements [Abstract] | |
Schedule of effect of the revisions to the Post-IPO Balance Sheet | As of January 15, 2021 As Adjustment As Revised Balance Sheet Total assets $ 692,971,800 $ - $ 692,971,800 Liabilities and shareholders’ equity Total current liabilities $ 1,786,633 $ - $ 1,786,633 Deferred legal fees 212,549 - 212,549 Deferred underwriting commissions 24,150,000 - 24,150,000 Derivative warrant liabilities - 46,132,000 46,132,000 Total liabilities 26,149,182 46,132,000 72,281,182 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 661,822,610 28,177,390 690,000,000 Shareholders’ equity Preference shares - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 282 (282 ) - Class B ordinary shares - $0.0001 par value 1,725 - 1,725 Additional paid-in-capital 5,102,637 (5,102,637 ) - Accumulated deficit (104,636 ) (69,206,471 ) (69,311,107 ) Total shareholders’ equity 5,000,008 (74,309,390 ) (69,309,382 ) Total liabilities and shareholders’ equity $ 692,971,800 $ - $ 692,971,800 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Jan. 15, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Offering costs | $ 37,169,587 | |||
Deferred underwriting commissions | $ 24,200,000 | $ 24,150,000 | ||
Deferred legal fees | $ 213,000 | |||
Trust account price per share (in Dollars per share) | $ 10 | |||
Business combination tangible assets net | $ 5,000,001 | |||
Public shares aggregate percentage | 15.00% | |||
Obligation to redeem public shares percentage | 100.00% | |||
Dissolution expenses | $ 100,000 | |||
Outstanding public shares redemption percentage | 100.00% | |||
Trust account related dissolution expenses | $ 100,000 | |||
Trust account related, description | In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |||
Operating bank account | $ 130,000 | |||
Working capital deficiency | 423,000 | |||
Contribution from sponsor to cover expenses | 25,000 | |||
Sponsor loan | 300,000 | |||
Sponsor loan outstanding | $ 181,000 | |||
Proceeds amount | 2,000,000 | |||
Borrowing amount | $ 1,200,000 | |||
Working capital loan | $ 150,000 | $ 0 | ||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 69,000,000 | |||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 690,000,000 | |||
Offering costs | $ 38,900,000 | |||
Net proceeds | $ 690,000,000 | |||
Sponsor loan outstanding | $ 227,000 | |||
Initial Public Offering [Member] | Business Combination [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Aggregate fair market value | 80.00% | |||
Outstanding voting securities percentage | 50.00% | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 9,000,000 | |||
Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 10,533,333 | |||
Price per share (in Dollars per share) | $ 1.50 | |||
Gross proceeds | $ 15,800,000 | |||
Offering costs | $ 38,900,000 | |||
Class A Ordinary Shares [Member] | Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 69,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Shares issued (in Shares) | 9,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage | $ 250,000 | |
Due to related party | 10,000 | $ 0 |
Private Placement Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Derivative liabilities | 10,533,333 | |
IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Deferred offering costs | $ 1,800,000 | |
Class A Ordinary Shares [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares subject to possible redemption (in Shares) | 69,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Numerator: Earnings allocable to ordinary shares subject to possible redemption | ||
Income from investments held in Trust Account | $ 25,042 | $ 52,564 |
Less: Company’s portion available to be withdrawn to pay taxes | ||
Net income attributable to Class A ordinary shares subject to possible redemption | $ 25,042 | $ 52,564 |
Denominator: Weighted average Class A ordinary shares subject to possible redemption | ||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares) | 69,000,000 | 69,000,000 |
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption (in Dollars per share) | ||
Numerator: Net (Loss) Income minus Net Earnings | ||
Net (loss) income | $ (9,112,588) | $ 10,020,708 |
Net income allocable to Class A ordinary shares subject to possible redemption | 25,042 | 52,564 |
Non-redeemable net (loss) income | $ (9,137,630) | $ 9,968,144 |
Denominator: weighted average non-redeemable ordinary shares | ||
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (in Shares) | 17,250,000 | 17,075,967 |
Basic and diluted net (loss) income per ordinary share, non-redeemable ordinary shares (in Dollars per share) | $ (0.53) | $ 0.58 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 15, 2021 | Jun. 30, 2021 |
Initial Public Offering (Details) [Line Items] | ||
Offering costs | $ 37,169,587 | |
Deferred underwriting commissions | $ 24,200,000 | $ 24,150,000 |
Deferred legal fees | $ 213,000 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued (in Shares) | 69,000,000 | |
Price per share (in Dollars per share) | $ 10 | $ 10 |
Gross proceeds | $ 690,000,000 | |
Offering costs | $ 38,900,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued (in Shares) | 9,000,000 | |
Class A Ordinary Share [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Public warrant, description | 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 share, subject to adjustment (see Note 8). | |
Class A Ordinary Share [Member] | Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued (in Shares) | 69,000,000 | |
Price per share (in Dollars per share) | $ 10 | |
Class A Ordinary Share [Member] | Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued (in Shares) | 9,000,000 |
Private Placement (Details)
Private Placement (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Over-Allotment Option [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of warrants (in Shares) | shares | 10,533,333 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Price per warrant | $ 1.50 |
Aggregate purchase price (in Dollars) | $ | $ 15.8 |
Class A Ordinary Shares [Member] | |
Private Placement (Details) [Line Items] | |
Price per warrant | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 15, 2021 | Jan. 12, 2021 | Apr. 30, 2021 | Oct. 19, 2020 | Oct. 16, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Related Party Transactions (Details) [Line Items] | ||||||||
Promissory note amount | $ 300,000 | |||||||
Borrowing amount | $ 181,000 | |||||||
Debt instrument, repurchase date | Jan. 18, 2021 | |||||||
Working capital loan | $ 1,500,000 | 0 | $ 150,000 | |||||
Amount from sponsor | $ 1,200,000 | |||||||
Principal amount | $ 600,000 | |||||||
Description of initial public offering | The Sponsor and HSM-Invest will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Working Capital Promissory Note into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. | |||||||
General and administrative expenses | $ 30,000 | 60,000 | ||||||
consulting expenses, | 15,000 | 30,000 | ||||||
Prepaid expenses | $ 5,000 | $ 5,000 | $ 5,000 | |||||
Forward purchase agreement, description | the company entered into a forward purchase agreement with QVIDTVM Management LLC providing for the purchase of up to 15,000,000 forward purchase units (the “Forward Purchase Agreement”), with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one-third of one redeemable warrant to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants”), at a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination. The number of forward purchase units to be purchased by QVIDTVM Management LLC will be subject to the sole discretion of Mr. Alici, who has investment control over the capital committed to such entity, but in no event will be less than 5,000,000 forward purchase units. The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares held by Public Shareholders are redeemed by the Company. The obligation to purchase the forward purchase units is subject to customary closing conditions, including that the initial Business Combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase units. The Forward Purchase Shares and Forward Purchase Warrants will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Forfeited shares (in Shares) | 2,250,000 | |||||||
Founder Shares [Member] | Business Combination [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Description of founder shares | (i) three years after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least one year after the initial Business Combination, the Founder Shares will be released from the lockup. | |||||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Payment for office space | $ 10,000 | |||||||
Chief Financial Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Agreed to pay amount | 5,000 | |||||||
Initial Public Offering [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Number of shares issued (in Shares) | 69,000,000 | |||||||
Public offering amount | $ 227,000 | |||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Number of shares issued (in Shares) | 14,375,000 | |||||||
Aggregate purchase price | $ 25,000 | |||||||
Shares outstanding (in Shares) | 17,250,000 | |||||||
Forfeited shares (in Shares) | 2,250,000 | |||||||
Percentage of issued and outstanding shares | 20.00% | |||||||
Warrant [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Price per unit (in Dollars per share) | $ 1.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Underwriting agreement, description | The underwriters were entitled to an underwriting discount of $0.20 per unit, or $13.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $24.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. | |
Deferred legal fees, description | The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $350,000 (“Deferred Legal Fees”). | |
Deferred legal fees | $ 50,000 | $ 530,000 |
Proposed Public Offering [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Number of additional units granted to underwriters | 9,000,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Exercise price | $ / shares | $ 11.50 |
Warrant expiration term | 5 years |
Redemption of warrants, description | 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 (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 trading-day period ending three trading days before the Company sends the notice of redemption to the warrant holders; ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; ●provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares |
Redemption feature share | 0.361 |
Business Acquisition [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Business combination, description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, other than the forward purchase securities, for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Public Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Number of share | 23,000,000 |
Private Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Number of share | 10,533,333 |
Class A Ordinary Share [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants, description | 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 herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items] | ||
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 69,000,000 | 0 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of unaudited condensed balance sheet | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of unaudited condensed balance sheet [Abstract] | |
Gross proceeds | $ 690,000,000 |
Less: | |
Proceeds allocated to public warrants | (31,280,000) |
Class A ordinary shares issuance costs | (37,169,587) |
Plus: | |
Accretion of carrying value to redemption value | 68,449,587 |
Class A ordinary shares subject to possible redemption | $ 690,000,000 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details) - $ / shares | Jan. 15, 2021 | Oct. 19, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class B Ordinary Shares [Member] | ||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 17,250,000 | 17,250,000 | ||
Common stock, shares outstanding | 17,250,000 | 17,250,000 | ||
Aggregate Number of Shares Surrender and Cancel | 2,250,000 | |||
Initial shareholders collectively own percentage | 20.00% | |||
Total number of ordinary shares outstanding, percentage | 20.00% | |||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||
Common stock, shares outstanding | 17,250,000 | |||
Class B Ordinary Shares [Member] | Founder Shares [Member] | ||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||
Common stock, shares issued | 14,375,000 | |||
Aggregate Number of Shares Surrender and Cancel | 2,250,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value financial assets and liabilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account | $ 690,052,564 | |
Liabilities: | ||
Derivative liabilities - Public Warrants | 22,801,120 | |
Derivative liabilities - Private Placement Warrants | 10,442,250 | |
Derivative liabilities - forward purchase agreement | 65,140 | |
Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | 690,052,564 | |
Liabilities: | ||
Derivative liabilities - Public Warrants | 22,801,120 | |
Derivative liabilities - Private Placement Warrants | ||
Derivative liabilities - forward purchase agreement | ||
Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Derivative liabilities - Public Warrants | ||
Derivative liabilities - Private Placement Warrants | ||
Derivative liabilities - forward purchase agreement | ||
Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Derivative liabilities - Public Warrants | ||
Derivative liabilities - Private Placement Warrants | 10,442,250 | |
Derivative liabilities - forward purchase agreement | $ 65,140 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jan. 15, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Schedule of Level 3 fair value measurements [Abstract] | |||
Option term (in years) | 5 years 11 months 19 days | 5 years 9 months 3 days | 5 years 6 months 3 days |
Volatility | 23.00% | 13.80% | 16.00% |
Risk-free interest rate | 0.63% | 1.10% | 0.95% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Forward Purchase Agreement: | |||
Expected term | 11 months 15 days | 9 months | 6 months |
Risk-free interest rate | 0.12% | 0.06% | 0.06% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of the derivative warrant liabilities - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of changes in the fair value of the derivative warrant liabilities [Abstract] | ||
Derivative warrant liabilities beginning of the period | $ 8,005,330 | |
Issuance of Public and Private Warrants - Level 3 measurement | 46,132,000 | |
Transfer of Public Warrants to a Level 1 measurement | (31,280,000) | |
Change in fair value of derivative warrant liabilities - Level 3 measurement | 2,436,920 | (6,846,670) |
Derivative warrant liabilities ending of the period | $ 10,442,250 | $ 8,005,330 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements (Details) - Schedule of effect of the revisions to the Post-IPO Balance Sheet | Jan. 15, 2021USD ($) |
As Previously Reported [Member] | |
Balance Sheet | |
Total assets | $ 692,971,800 |
Liabilities and shareholders’ equity | |
Total current liabilities | 1,786,633 |
Deferred legal fees | 212,549 |
Deferred underwriting commissions | 24,150,000 |
Total liabilities | 26,149,182 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 661,822,610 |
Shareholders’ equity | |
Preference shares - $0.0001 par value | |
Class A ordinary shares - $0.0001 par value | 282 |
Class B ordinary shares - $0.0001 par value | 1,725 |
Additional paid-in-capital | 5,102,637 |
Accumulated deficit | (104,636) |
Total shareholders’ equity | 5,000,008 |
Total liabilities and shareholders’ equity | 692,971,800 |
Adjustment [Member] | |
Balance Sheet | |
Total assets | |
Liabilities and shareholders’ equity | |
Total current liabilities | |
Deferred legal fees | |
Deferred underwriting commissions | |
Derivative warrant liabilities | 46,132,000 |
Total liabilities | 46,132,000 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 28,177,390 |
Shareholders’ equity | |
Preference shares - $0.0001 par value | |
Class A ordinary shares - $0.0001 par value | (282) |
Class B ordinary shares - $0.0001 par value | |
Additional paid-in-capital | (5,102,637) |
Accumulated deficit | (69,206,471) |
Total shareholders’ equity | (74,309,390) |
Total liabilities and shareholders’ equity | |
As Revised [Member] | |
Balance Sheet | |
Total assets | 692,971,800 |
Liabilities and shareholders’ equity | |
Total current liabilities | 1,786,633 |
Deferred legal fees | 212,549 |
Deferred underwriting commissions | 24,150,000 |
Derivative warrant liabilities | 46,132,000 |
Total liabilities | 72,281,182 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 690,000,000 |
Shareholders’ equity | |
Preference shares - $0.0001 par value | |
Class A ordinary shares - $0.0001 par value | |
Class B ordinary shares - $0.0001 par value | 1,725 |
Accumulated deficit | (69,311,107) |
Total shareholders’ equity | (69,309,382) |
Total liabilities and shareholders’ equity | $ 692,971,800 |
Revision to Prior Period Fina_4
Revision to Prior Period Financial Statements (Details) - Schedule of effect of the revisions to the Post-IPO Balance Sheet (Parentheticals) | Jan. 15, 2021$ / shares |
As Previously Reported [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Class A ordinary shares, par value | $ 0.0001 |
Preferred shares, par value | 0.0001 |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
As Previously Reported [Member] | Class B Ordinary Shares [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
Adjustment [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Class A ordinary shares, par value | 0.0001 |
Preferred shares, par value | 0.0001 |
Adjustment [Member] | Class A Ordinary Shares [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
Adjustment [Member] | Class B Ordinary Shares [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
As Revised [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Class A ordinary shares, par value | 0.0001 |
Preferred shares, par value | 0.0001 |
As Revised [Member] | Class A Ordinary Shares [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
As Revised [Member] | Class B Ordinary Shares [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Ordinary shares, par value | $ 0.0001 |