Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | Reinvent Technology Partners Z |
Entity Central Index Key | 0001828105 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 214,015 | $ 622,985 |
Prepaid expenses | 934,320 | 1,074,689 |
Total current assets | 1,148,335 | 1,697,674 |
Cash and investments held in Trust Account | 230,071,610 | 230,018,693 |
Total Assets | 231,219,945 | 231,716,367 |
Current liabilities: | ||
Accounts payable | 22,500 | |
Accrued expenses | 866,866 | 139,684 |
Due to related party | 168,661 | 11,560 |
Total current liabilities | 1,058,027 | 151,244 |
Deferred legal fees | 200,000 | 200,000 |
Deferred underwriting commissions | 8,050,000 | 8,050,000 |
Derivative warrant liabilities | 14,526,260 | 13,467,630 |
Total liabilities | 23,834,287 | 21,868,874 |
Commitments and Contingencies | ||
Class A ordinary shares; 20,238,565 and 20,484,749 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 202,385,650 | 204,847,490 |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 8,933,205 | 6,471,389 |
Accumulated deficit | (3,934,048) | (1,472,213) |
Total shareholders' equity | 5,000,008 | 5,000,003 |
Total Liabilities and Shareholders' Equity | 231,219,945 | 231,716,367 |
Class A Ordinary Shares | ||
Shareholders' Equity: | ||
Common stock, value | 276 | 252 |
Total shareholders' equity | 276 | 252 |
Class B Ordinary Shares | ||
Shareholders' Equity: | ||
Common stock, value | 575 | 575 |
Total shareholders' equity | $ 575 | $ 575 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Temporary equity, par value | $ 0.0001 | |
Temporary equity, shares outstanding | 20,238,565 | 20,484,749 |
Temporary equity, redemption value per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 2,761,435 | 2,515,251 |
Common stock, shares outstanding | 2,761,435 | 2,515,251 |
Shares subject to possible redemption | 20,484,749 | |
Class B Ordinary Shares | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
General and administrative expenses | $ 1,456,122 | $ 250,366 |
Loss from operations | (1,456,122) | (250,366) |
Other income (expense) | ||
Unrealized gain on investments held in Trust Account | 52,917 | 18,693 |
Financing costs — derivative warrant liabilities | (374,490) | |
Change in fair value of derivative warrant liabilities | (1,058,630) | (866,050) |
Total other income (expense) | (1,005,713) | (1,221,847) |
Net loss | $ (2,461,835) | $ (1,472,213) |
Class A Ordinary Shares | ||
Other income (expense) | ||
Basic and diluted weighted average shares outstanding | 23,000,000 | 23,000,000 |
Basic and diluted net loss per ordinary share | $ 0 | $ 0 |
Class B Ordinary Shares | ||
Other income (expense) | ||
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,750,000 |
Basic and diluted net loss per ordinary share | $ (0.43) | $ (0.26) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Equity - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A Ordinary Shares | Class B Ordinary Shares |
Beginning balance at Oct. 01, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Oct. 01, 2020 | 0 | 0 | |||
Issuance of Class B ordinary shares to sponsor | 25,000 | 24,425 | $ 575 | ||
Issuance of Class B ordinary shares to sponsor (in shares) | 5,750,000 | ||||
Sale of units in initial public offering less fair value of public warrants | 223,610,510 | 223,608,210 | $ 2,300 | ||
Sale of units in initial public offering less fair value of public warrants (in shares) | 23,000,000 | ||||
Offering costs | (12,703,714) | (12,703,714) | |||
Excess cash received over fair value of private placement warrants | 387,910 | 387,910 | |||
Shares subject to possible redemption | (204,847,490) | (204,845,442) | $ (2,048) | ||
Shares subject to possible redemption (in shares) | (20,484,749) | ||||
Net loss | (1,472,213) | (1,472,213) | |||
Ending balance at Dec. 31, 2020 | 5,000,003 | 6,471,389 | (1,472,213) | $ 252 | $ 575 |
Ending balance (in shares) at Dec. 31, 2020 | 2,515,251 | 5,750,000 | |||
Issuance of Class B ordinary shares to sponsor | 25,000 | ||||
Shares subject to possible redemption | 2,461,840 | 2,461,816 | $ 24 | ||
Shares subject to possible redemption (in shares) | 246,184 | ||||
Net loss | (2,461,835) | (2,461,835) | |||
Ending balance at Mar. 31, 2021 | $ 5,000,008 | $ 8,933,205 | $ (3,934,048) | $ 276 | $ 575 |
Ending balance (in shares) at Mar. 31, 2021 | 2,761,435 | 5,750,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,461,835) | $ (1,472,213) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Unrealized gain on investments held in Trust Account | (52,917) | (18,693) |
Change in fair value of derivative warrant liabilities | 1,058,630 | 866,050 |
Financing costs — derivative warrant liabilities | 374,490 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 140,369 | (1,074,689) |
Accounts payable | 22,500 | |
Accrued expenses | 727,182 | 54,684 |
Due to related party | 157,101 | 11,560 |
Net cash used in operating activities | (408,970) | (1,233,811) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (230,000,000) | |
Net cash used in investing activities | (230,000,000) | |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (60,093) | |
Proceeds received from initial public offering, gross | 230,000,000 | |
Proceeds received from private placement | 6,600,000 | |
Offering costs paid | (4,683,111) | |
Net cash provided by financing activities | 231,856,796 | |
Net decrease in cash | (408,970) | 622,985 |
Cash — beginning of the period | 622,985 | |
Cash — ending of the period | 214,015 | 622,985 |
Supplemental disclosure of noncash investing and financing activities: | ||
Change in value of Class A ordinary shares subject to possible redemption | $ (2,461,840) | |
Offering costs included in accrued expenses | 85,000 | |
Offering costs paid through note payable — related party | 60,093 | |
Deferred legal fees | 200,000 | |
Deferred underwriting commissions in connection with the initial public offering | 8,050,000 | |
Initial value of common stock subject to possible redemption | 205,911,610 | |
Change in value of common stock subject to possible redemption | $ (1,064,120) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization, Business Operations and Basis of Presentation | Note 1 — Description of Organization, Business Operations and Basis of Presentation Reinvent Technology Partners Z, formerly known as Reinvent Technology Partners B (the “Company”), is a blank check company incorporated as a Cayman Islands exempted company on October 2, 2020. On February 23, 2021, RTPZ Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company was formed. 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”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RTPZ Merger Sub Inc. RTPZ Merger Sub does not currently have any activity as of March 31, 2021. All activity for the period from October 2, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, the search for a target company for a Business Combination. The Company has selected December 31 as its fiscal year end. 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 The Company’s sponsor is Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2020. On November 23, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.1 million, inclusive of approximately $8.1 million in deferred underwriting commissions (Note 6). Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,400,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.6 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 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 treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under 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 (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 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). per-share amount Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors have 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 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering (as such period may be extended, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, 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 have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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 has 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. Proposed Hippo Business Combination On February 23, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hippo Enterprises Inc., a Delaware corporation (“Hippo”), and RTPZ Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Hippo Business Combination”): (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement and in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), (a) Merger Sub will merge with and into Hippo, the separate corporate existence of Merger Sub will cease and Hippo will be the surviving corporation and a wholly owned subsidiary of the Company (the “First Merger”) and (b) immediately following the First Merger, Hippo (as the surviving corporation of the First Merger) will merge with and into the Company, the separate corporate existence of Hippo will cease and the Company will be the surviving corporation (the “Second Merger” and, together with the First Merger, the “Mergers”); (ii) as a result of the Merger, among other things, all outstanding shares of capital stock of Hippo will be canceled in exchange for the right to receive, in the aggregate, a number of shares of RTPZ Common Stock (as defined below) equal to the quotient obtained by dividing (x) $5,522,000,000 (representing the enterprise value of $5,000,000,000 plus Hippo’s cash as of December 31, 2020 ($522,000,000)) by (y) $10.00; and (iii) upon the effective time of the Domestication (as defined below), the Company will immediately be renamed “Hippo Holdings Inc.” Prior to the Closing, subject to the approval of the Company’s shareholders, and in accordance with the DGCL, Cayman Islands Companies Act (as revised) (the “CICA”) and the Company’s amended and restated memorandum and articles of association, the Company will effect a deregistration under the CICA and a domestication under Section 388 of the DGCL (by means of filing a certificate of domestication with the Secretary of State of Delaware), pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of the Company, will convert automatically, on a one-for-one one-for-one one-for-one one-fifth On March 3, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 55 million shares of RTPZ Common Stock for an aggregate purchase price equal to $550 million (the “PIPE Investment”). The consummation of the proposed Hippo Business Combination is subject to certain conditions as further described in the Merger Agreement. | Note 1 — Description of Organization, Business Operations and Basis of Presentation Reinvent Technology Partners Z, formerly known as Reinvent Technology Partners B (the “Company”), is a blank check company incorporated as a Cayman Islands exempted company on October 2, 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”). All activity for the period from October 2, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, the search for a target company for a Business Combination. The Company has selected December 31 as its fiscal year end. 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 The Company’s sponsor is Reinvent Sponsor Z LLC, a Cayman Islands limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2020. On November 23, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.1 million, inclusive of approximately $8.1 million in deferred underwriting commissions (Note 7). Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,400,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.6 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $230.0 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 treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 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 (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 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. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the 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 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering (as such period may be extended, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share 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 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 has 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. |
Restatement of Financial Statem
Restatement of Financial Statements | 3 Months Ended |
Dec. 31, 2020 | |
Restatement [Abstract] | |
Restatement Of Financial Statements [Text Block] | Note 2 — Restatement of Financial Statements In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in November 2020, the Company’s previously issued consolidated financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its consolidated financial statements for the Affected Periods. 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 issuance on November 23, 2020 the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash 815-40, Derivatives and Hedging, Contracts in Entity ’ s Own Equity 815-40”). 815-40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements for the periods beginning with the period from October 2, 2020 through December 31, 2020 (collectively, the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase ordinary shares (the “Warrants”) and should no longer be relied upon. The Warrants were issued in connection with the Company’s Initial Public Offering of 23,000,000 Units and the sale of Private Placement warrants completed on November 23, 2020. Each Unit consists of one of the Company’s Class A ordinary shares, $0.0001 par value, and one-half Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported financial statements as of and for the year ended December 31, 2020: As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 231,716,367 $ — $ 231,716,367 Liabilities and shareholders’ equity Total current liabilities $ 151,244 $ — $ 151,244 Deferred legal fees 200,000 — 200,000 Deferred underwriting commissions 8,050,000 8,050,000 Derivative warrant liabilities — 13,467,630 13,467,630 Total liabilities 8,401,244 13,467,630 21,868,874 Class A common stock, $0.0001 par value; shares subject to possible redemption 218,315,120 (13,467,630 ) 204,847,490 Shareholders’ equity Preferred stock — $0.0001 par value — — — Class A common stock — $0.0001 par value 117 135 252 Class B common stock — $0.0001 par value 575 — 575 Additional paid-in-capital 5,230,984 1,240,405 6,471,389 Accumulated deficit (231,673 ) (1,240,540 ) (1,472,213 ) Total shareholders’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders’ equity $ 231,716,367 $ — $ 231,716,367 Period From October 2, 2020 (Inception) As Previously Restatement As Restated Statement of Operations Loss from operations $ (250,366 ) $ — $ (250,366 ) Other (expense) income: Change in fair value of warrant liabilities — (866,050 ) (866,050 ) Financing costs — (374,490 ) (374,490 ) Unrealized gain on investments held in Trust Account 18,693 — 18,693 Total other (expense) income 18,693 (1,240,540 ) (1,221,847 ) Net loss $ (231,673 ) $ (1,240,540 ) $ (1,472,213 ) Basic and Diluted weighted-average Class A common stock outstanding 23,000,000 23,000,000 Basic and Diluted net loss per Class A common shares $ 0.00 $ — Basic and Diluted weighted-average Class B common stock outstanding 5,750,000 5,750,000 Basic and Diluted net loss per Class B common shares $ (0.06 ) $ (0.26 ) Period From October 2, 2020 (Inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (231,673 ) $ (1,240,540 ) $ (1,472,213 ) Adjustments to reconcile net loss to net cash used in operating activities 6,307 1,240,540 1,246,847 Net cash used in operating activities (1,233,811 ) — (1,233,811 ) Net cash used in investing activities (230,000,000 ) — (230,000,000 ) Net cash provided by financing activities 231,856,796 — 231,856,796 Net change in cash $ 622,985 $ — $ 622,985 In addition, the impact to the balance sheet dated November 23, 2020, filed on Form 8-K The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet dated November 23, 2020. As of November 23, 2020 As Previously Restatement As Restated Unaudited Condensed Balance Sheet Total assets $ 233,001,707 $ — $ 233,001,707 Liabilities and shareholders’ equity Total current liabilities $ 1,438,508 $ — $ 1,438,508 Deferred underwriting commissions 8,050,000 — 8,050,000 Derivative warrant liabilities — 12,601,580 12,601,580 Total liabilities 9,488,508 12,601,580 22,090,088 Class A common stock, $0.0001 par value; shares subject to possible redemption 218,513,190 (12,601,580 ) 205,911,610 Shareholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 115 126 241 Class B common stock - $0.0001 par value 575 — 575 Additional paid-in-capital 5,032,916 374,364 5,407,280 Accumulated deficit (33,597 ) (374,490 ) (408,087 ) Total shareholders’ equity 5,000,009 — 5,000,009 Total liabilities and shareholders’ equity $ 233,001,707 $ — $ 233,001,707 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated 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 months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $623,000 in its operating bank account and working capital of approximately $90,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $194,000 from the Sponsor pursuant to the promissory note (see Note 4), and the proceeds from the consummation of the Initial Public Offering and Private Placement not held in the Trust Account. The Company fully repaid the promissory note as of September 21, 2020 (see Note 4). 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 (see Note 5 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 and 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. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 unrealized loss on investments held in Trust Account in the accompanying unaudited condensed consolidated Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued an aggregate of 4,600,000 warrants as part of the Units issued in the Initial Public Offering and an aggregate of 4,400,000 Private Placement Warrants concurrently with the closing of the Initial Public Offering. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement 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 Warrants issued in connection with our 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 and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating 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, at March 31, 2021, 20,238,565 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 March 31, 2021. 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 March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 9,000,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed consolidated two-class Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 3 — Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the period presented. As described in Note 2 — Restatement of Financial Statements, the Company’s consolidated financial statements for the period from October 2, 2020 (inception) through December 31, 2020 (the “Affected Periods”), are restated in this proxy statement/prospectus to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $623,000 in its operating bank accounts, and working capital of approximately $1.5 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (see Note 6), the loan of approximately $60,000 from the Sponsor pursuant to the Note (see Note 6), and the proceeds from the consummation of the Initial Public Offering and Private Placement not held in the Trust Account. The Company fully repaid the Note as of November 23, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. 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 and 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. Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 These developments and the impact of the COVID-19 COVID-19 COVID-19 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 unrealized loss on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 9,000,000 common stock warrants issued in connection with its Initial Public Offering and exercise of over-allotment option (4,600,000 warrants) and Private Placement (4,400,000 warrants) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering, over-Allotment exercise and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. 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, at December 31, 2020, 20,484,749 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 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 December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 9,000,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Initial Public Offering | Note 3 — Initial Public Offering On November 23, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.1 million, inclusive of approximately $8.1 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fifth of | Note 4 — Initial Public Offering On November 23, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.1 million, inclusive of approximately $8.1 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fifth |
Private Placement
Private Placement | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Private Placement [Abstract] | ||
Private Placement | Note 4 — Private Placement Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,400,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.6 million. Each Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor 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 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. | Note 5 — Private Placement Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,400,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.6 million. Each Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor 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 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 | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On October 7, 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 ordinary shares (the “Founder Shares”). The Sponsor agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the option to purchase Over-Allotment Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised their over-allotment option on November 19, 2020; thus, those Founder Shares were 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 (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Related Party Loans On October 7, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, 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 $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans. Support Services Agreement The Company entered into a support services agreement (the “Support Services Agreement”) that provides that, commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company will pay Support Services Fees to Reinvent Capital LLC (“Reinvent Capital”) that total $625,000 per year for support and administrative services, as well as reimburse Reinvent Capital for any out-of-pocket the unaudited condensed consolidated statement of operations Due to Relate d Party In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses recognized in the unaudited condensed consolidated statement of operations and included in Due to Related Party on the unaudited condensed consolidated balance | Note 6 — Related Party Transactions Founder Shares On October 7, 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 5,750,000 ordinary shares (the “Founder Shares”). The Sponsor agreed to forfeit up to an aggregate of 750,000 Founder Shares 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 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised their over-allotment option on November 19, 2020; thus, those Founder Shares were 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 (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Related Party Loans On October 7, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest 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 $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Support Services Agreement The Company entered into the Support Services Agreement that provides that, commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company will pay Support Services Fees to Reinvent Capital that total $625,000 per year for support and administrative services, as well as reimburse Reinvent Capital for any out-of-pocket In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers 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. Underwriting Agreement The Company granted the underwriters a 45-day option The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 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. | Note 7 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers 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. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Warrant Liabilities | Note 8 — Derivative Warrant Liabilities As of March 31, 2021, the Company had 4,600,000 Public Warrants and 4,400,000 Private Placement Warrants outstanding. 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 issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. 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 ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below 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 below 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, 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 not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading day The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of 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 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 $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days 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). In no event will the Company be required to net cash settle any warrant. 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. | Note 8 — Derivative Warrant Liabilities As of December 31, 2020, the Company has 4,600,000 and 4,400,000 Public Warrants and Private Placement Warrants, respectively, outstanding. 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 issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. 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 ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below 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 below 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, 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 not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of 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 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 $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days 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). In no event will the Company be required to net cash settle any warrant. 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. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Shareholders' Equity | Note 7 — Shareholders’ Equity Class A Ordinary Shares Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, sub-divisions, as-converted basis, Preference Shares | Note 9 — Shareholders’ Equity Class A Ordinary Shares Class B Ordinary Shares Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one sub-divisions, as-converted Preference Shares |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 9 — Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2021 Description Quoted Prices Significant Significant Assets: U.S. Treasury Securities $ 230,070,699 $ — $ — Liabilities: Derivative warrant liabilities — public warrants $ 7,285,410 $ — $ — Derivative warrant liabilities — private warrants $ — $ — $ 7,240,850 December 31, 2020 Description Quoted Prices Significant Significant Assets: U.S. Treasury Securities $ 230,017,782 $ — $ — Liabilities: Derivative warrant liabilities — public warrants $ — $ — $ 6,762,630 Derivative warrant liabilities — private warrants $ — $ — $ 6,705,000 The remainder of the balance in Investments held in Trust Account is comprised of cash equivalents. Level 1 instruments include investments in cash, money market funds and 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. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in January 2021, when the Public Warrants were separately listed and traded. 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 Black-Scholes calculations. 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 been measured based on the listed market price of such warrants, a Level 1 measurement, since January 2021. For the period ended March 31, 2021, the Company recognized a charge to the unaudited condensed consolidated statement of operations resulting from an increase in the fair value of liabilities of approximately $1.1 million presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation 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 The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of March 31, As of December 31, Stock price $ 10.01 $ 9.98 Volatility 22.1 % 23.5 % Expected life of the options to convert 5.23 5.47 Risk-free rate 0.97 % 0.43 % Dividend yield — — The change in the fair value of the derivative warrant liabilities for three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at Januar y 1 $ 13,467,630 Transfer of Public Warrants to Level 1 (7,285,410 ) Change in fair value of derivative warrant liabilities 1,058,630 Level 3 — Derivative warrant liabilities at March 31, 2021 $ 7,240,850 | Note 10 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 230,017,782 $ — $ — Liabilities: Derivative warrant liabilities — Public Warrants $ — $ — $ 6,762,630 Derivative warrant liabilities — Private Warrants $ — $ — $ 6,705,000 The remainder of the balance in Investments held in Trust Account is comprised of cash equivalents. Level 1 instruments include investments in cash, money market funds and 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. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from October 2, 2020 (inception) through December 31, 2020. The changes in Level 3 liability measured at fair value for the period ended December 31, 2020 was solely due to the change in the fair value of the stock warrant liability reflected on the statement of operations. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs. The warrants are accounted for as liabilities in accordance with ASC 815-40 The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The Company recognized $12,601,580 for the derivative warrant liabilities upon their issuance on November 18, 2020. For the period from October 2, 2020 (inception) through December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $866,000 presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte Carlo simulation 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 historical volatility of select peer company’s traded common stock warrants that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of Stock price $ 9.72 $ 9.98 Volatility 23.20 % 23.50 % Expected life of the options to convert 5.6 5.5 Risk-free rate 0.47 % 0.43 % Dividend yield — — |
Subsequent Events
Subsequent Events | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through May 14, 2021, the date the unaudited condensed consolidated financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. | Note 11 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through May 10, 2021, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that, other than as described below, all such events that would require recognition or disclosure have been recognized or disclosed. Proposed Hippo Business Combination On February 23, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hippo Enterprises Inc., a Delaware corporation (“Hippo”), and RTPZ Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Hippo Business Combination”): (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement and in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), (a) Merger Sub will merge with and into Hippo, the separate corporate existence of Merger Sub will cease and Hippo will be the surviving corporation and a wholly owned subsidiary of the Company (the “First Merger”) and (b) immediately following the First Merger, Hippo (as the surviving corporation of the First Merger) will merge with and into the Company, the separate corporate existence of Hippo will cease and the Company will be the surviving corporation (the “Second Merger” and, together with the First Merger, the “Mergers”); (ii) as a result of the Merger, among other things, all outstanding shares of capital stock of Hippo will be canceled in exchange for the right to receive, in the aggregate, a number of shares of RTPZ Common Stock (as defined below) equal to the quotient obtained by dividing (x) $5,522,000,000 (representing the enterprise value of $5,000,000,000 plus Hippo’s cash as of December 31, 2020 ($522,000,000)) by (y) $10.00; and (iii) upon the effective time of the Domestication (as defined below), the Company will immediately be renamed “Hippo Holdings Inc.” Prior to the Closing, subject to the approval of the Company’s shareholders, and in accordance with the DGCL, Cayman Islands Companies Act (as revised) (the “CICA”) and the Company’s amended and restated memorandum and articles of association, the Company will effect a deregistration under the CICA and a domestication under Section 388 of the DGCL (by means of filing a certificate of domestication with the Secretary of State of Delaware), pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of the Company, will convert automatically, on a one-for-one one-for-one one-for-one one-fifth On March 3, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (collectively, the “PIPE Investors”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 55 million shares of RTPZ Common Stock for an aggregate purchase price equal to $550 million (the “PIPE Investment”). The consummation of the proposed Hippo Business Combination is subject to certain conditions as further described in the Merger Agreement. Sponsor Support Agreement On March 3, 2021, the Sponsor entered into the Sponsor Agreement (the “Sponsor Agreement”) with the Company and Hippo, pursuant to which the parties thereto agreed to, among other things, (i) certain vesting terms with respect to the RTPZ Common Stock beneficially owned by the Sponsor as of the Domestication, (ii) a lock-up of securities held by the Sponsor, (iii) the mandatory exercise of the Domesticated RTPZ Warrants held by the Sponsor if (a) RTPZ elects to redeem the Domesticated RTPZ Warrants held by RTPZ’s public shareholders and (b) the last reported sales price of the RTPZ Common Stock for any 20 Trading Days (as defined in the Sponsor Agreement) within a period of 30 consecutive Trading Days exceeds $25.00 per share and (iv) certain rights of Sponsor with respect to board representation of the combined company at the Closing, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated 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 months ended March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed | Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the period presented. As described in Note 2 — Restatement of Financial Statements, the Company’s consolidated financial statements for the period from October 2, 2020 (inception) through December 31, 2020 (the “Affected Periods”), are restated in this proxy statement/prospectus to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Financial Statements for further discussion. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Liquidity and Capital Resources | Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $623,000 in its operating bank account and working capital of approximately $90,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $194,000 from the Sponsor pursuant to the promissory note (see Note 4), and the proceeds from the consummation of the Initial Public Offering and Private Placement not held in the Trust Account. The Company fully repaid the promissory note as of September 21, 2020 (see Note 4). 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 (see Note 5 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 and 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. | Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $623,000 in its operating bank accounts, and working capital of approximately $1.5 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares (see Note 6), the loan of approximately $60,000 from the Sponsor pursuant to the Note (see Note 6), and the proceeds from the consummation of the Initial Public Offering and Private Placement not held in the Trust Account. The Company fully repaid the Note as of November 23, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. 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 and 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. |
Risk and Uncertainties | Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 | Risk and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 These developments and the impact of the COVID-19 COVID-19 COVID-19 |
Use of Estimates | Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | 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. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 unrealized loss on investments held in Trust Account in the accompanying unaudited condensed consolidated | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 unrealized loss on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At March 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. | Fair Value of Financial Instruments 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company issued an aggregate of 4,600,000 warrants as part of the Units issued in the Initial Public Offering and an aggregate of 4,400,000 Private Placement Warrants concurrently with the closing of the Initial Public Offering. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement 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 Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 9,000,000 common stock warrants issued in connection with its Initial Public Offering and exercise of over-allotment option (4,600,000 warrants) and Private Placement (4,400,000 warrants) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering, over-Allotment exercise and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
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, at March 31, 2021, 20,238,565 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | 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, at December 31, 2020, 20,484,749 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 March 31, 2021. 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 March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 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 December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 9,000,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed consolidated two-class | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 9,000,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Restatement of Financial Stat_2
Restatement of Financial Statements (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Restatement [Abstract] | |
Restatement Of Balance Sheet | The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported financial statements as of and for the year ended December 31, 2020: As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 231,716,367 $ — $ 231,716,367 Liabilities and shareholders’ equity Total current liabilities $ 151,244 $ — $ 151,244 Deferred legal fees 200,000 — 200,000 Deferred underwriting commissions 8,050,000 8,050,000 Derivative warrant liabilities — 13,467,630 13,467,630 Total liabilities 8,401,244 13,467,630 21,868,874 Class A common stock, $0.0001 par value; shares subject to possible redemption 218,315,120 (13,467,630 ) 204,847,490 Shareholders’ equity Preferred stock — $0.0001 par value — — — Class A common stock — $0.0001 par value 117 135 252 Class B common stock — $0.0001 par value 575 — 575 Additional paid-in-capital 5,230,984 1,240,405 6,471,389 Accumulated deficit (231,673 ) (1,240,540 ) (1,472,213 ) Total shareholders’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders’ equity $ 231,716,367 $ — $ 231,716,367 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet dated November 23, 2020. As of November 23, 2020 As Previously Restatement As Restated Unaudited Condensed Balance Sheet Total assets $ 233,001,707 $ — $ 233,001,707 Liabilities and shareholders’ equity Total current liabilities $ 1,438,508 $ — $ 1,438,508 Deferred underwriting commissions 8,050,000 — 8,050,000 Derivative warrant liabilities — 12,601,580 12,601,580 Total liabilities 9,488,508 12,601,580 22,090,088 Class A common stock, $0.0001 par value; shares subject to possible redemption 218,513,190 (12,601,580 ) 205,911,610 Shareholders’ equity Preferred stock - $0.0001 par value — — — Class A common stock - $0.0001 par value 115 126 241 Class B common stock - $0.0001 par value 575 — 575 Additional paid-in-capital 5,032,916 374,364 5,407,280 Accumulated deficit (33,597 ) (374,490 ) (408,087 ) Total shareholders’ equity 5,000,009 — 5,000,009 Total liabilities and shareholders’ equity $ 233,001,707 $ — $ 233,001,707 |
Restatement Of Statement Of Operations | Period From October 2, 2020 (Inception) As Previously Restatement As Restated Statement of Operations Loss from operations $ (250,366 ) $ — $ (250,366 ) Other (expense) income: Change in fair value of warrant liabilities — (866,050 ) (866,050 ) Financing costs — (374,490 ) (374,490 ) Unrealized gain on investments held in Trust Account 18,693 — 18,693 Total other (expense) income 18,693 (1,240,540 ) (1,221,847 ) Net loss $ (231,673 ) $ (1,240,540 ) $ (1,472,213 ) Basic and Diluted weighted-average Class A common stock outstanding 23,000,000 23,000,000 Basic and Diluted net loss per Class A common shares $ 0.00 $ — Basic and Diluted weighted-average Class B common stock outstanding 5,750,000 5,750,000 Basic and Diluted net loss per Class B common shares $ (0.06 ) $ (0.26 ) |
Restatement Of Cash Flows | Period From October 2, 2020 (Inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (231,673 ) $ (1,240,540 ) $ (1,472,213 ) Adjustments to reconcile net loss to net cash used in operating activities 6,307 1,240,540 1,246,847 Net cash used in operating activities (1,233,811 ) — (1,233,811 ) Net cash used in investing activities (230,000,000 ) — (230,000,000 ) Net cash provided by financing activities 231,856,796 — 231,856,796 Net change in cash $ 622,985 $ — $ 622,985 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Summary of assets that are measured at fair value on a recurring basis | March 31, 2021 Description Quoted Prices Significant Significant Assets: U.S. Treasury Securities $ 230,070,699 $ — $ — Liabilities: Derivative warrant liabilities — public warrants $ 7,285,410 $ — $ — Derivative warrant liabilities — private warrants $ — $ — $ 7,240,850 December 31, 2020 Description Quoted Prices Significant Significant Assets: U.S. Treasury Securities $ 230,017,782 $ — $ — Liabilities: Derivative warrant liabilities — public warrants $ — $ — $ 6,762,630 Derivative warrant liabilities — private warrants $ — $ — $ 6,705,000 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 230,017,782 $ — $ — Liabilities: Derivative warrant liabilities — Public Warrants $ — $ — $ 6,762,630 Derivative warrant liabilities — Private Warrants $ — $ — $ 6,705,000 |
Summary of fair value measurement inputs and valuation techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of March 31, As of December 31, Stock price $ 10.01 $ 9.98 Volatility 22.1 % 23.5 % Expected life of the options to convert 5.23 5.47 Risk-free rate 0.97 % 0.43 % Dividend yield — — | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of Stock price $ 9.72 $ 9.98 Volatility 23.20 % 23.50 % Expected life of the options to convert 5.6 5.5 Risk-free rate 0.47 % 0.43 % Dividend yield — — |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities for three months ended March 31, 2021 is summarized as follows: Derivative warrant liabilities at Januar y 1 $ 13,467,630 Transfer of Public Warrants to Level 1 (7,285,410 ) Change in fair value of derivative warrant liabilities 1,058,630 Level 3 — Derivative warrant liabilities at March 31, 2021 $ 7,240,850 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Feb. 23, 2021 | Nov. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 03, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Date of incorporation of the company | Oct. 2, 2020 | Oct. 2, 2020 | |||
Proceeds from initial public offering | $ 230,000,000 | ||||
Adjustment to additional paid in capital stock issuance costs | 12,703,714 | ||||
Proceeds from warrant issue | $ 6,600,000 | 6,600,000 | |||
Payment to acquire restricted investments | $ 230,000,000 | $ 230,000,000 | |||
Restricted investment value per share | $ 10 | ||||
Term Of Restricted Investments | 185 days | 185 days | 185 days | ||
Minimum networth to effect a business combination | $ 5,000,001 | $ 5,000,001 | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | 100.00% | |||
Period within which business combination must be completed from the date of closure of initial public offering | 24 months | 24 months | |||
Period within which business combination must be completed from the date of closure of initial public offering in case letter of intent is executed | 27 months | 27 months | |||
Period within which the public shares shall be redeemed | 10 days | 10 days | |||
Provision for working capital needs | $ 165,000 | $ 165,000 | |||
Expenses payable on liquidation | $ 100,000 | $ 100,000 | |||
Per share amount to be maintained in the trust account | $ 10 | $ 10 | |||
Hippo [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Business combination, consideration transferred | $ 5,522,000,000 | ||||
Business combination, shares value | 5,000,000,000 | ||||
Cash acquired | $ 522,000,000 | ||||
Business combination, per share | $ 10 | ||||
RTPZ Merger Sub Inc [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Common stock, shares subscribed but unissued | 55,000,000 | ||||
Common stock, value, subscriptions | $ 550,000,000 | ||||
Minimum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Acquires assets as a percentage of net market value of assets held in trust account | 80.00% | ||||
Equity method investment ownership percentage | 50.00% | ||||
Over-Allotment Option [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from initial public offering | $ 230,000,000 | ||||
Adjustment to additional paid in capital stock issuance costs | 13,100,000 | ||||
Deferred underwriting commissions | $ 8,100,000 | ||||
IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Public Shares [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Common Class A [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period new issues | 23,000,000 | ||||
Percentage of public shares eligible to be transferred or redeemed without any restriction | 15.00% | 15.00% | |||
Provision for working capital needs | $ 165,000 | $ 165,000 | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period new issues | 3,000,000 | ||||
Common Class A [Member] | IPO [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period new issues | 23,000,000 | ||||
Common Class B [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Stock shares issued during the period new issues | 5,750,000 | ||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Private Placement Warrants [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Class of warrants or rights warrants issued during the period | 4,400,000 | ||||
Class of warrants or rights warrants issue price per unit | $ 1.50 |
Restatement of Financial Stat_3
Restatement of Financial Statements - Restatement of Balance Sheet (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 23, 2020 | Oct. 01, 2020 |
Restatement [Line Items] | ||||
Total Assets | $ 231,219,945 | $ 231,716,367 | $ 233,001,707 | |
Liabilities and shareholders' equity | ||||
Total current liabilities | 1,058,027 | 151,244 | 1,438,508 | |
Deferred legal fees | 200,000 | 200,000 | ||
Deferred underwriting commissions | 8,050,000 | 8,050,000 | 8,050,000 | |
Derivative warrant liabilities | 14,526,260 | 13,467,630 | 12,601,580 | |
Total Liabilities | 23,834,287 | 21,868,874 | 22,090,088 | |
Class A common stock, $0.0001 par value; shares subject to possible redemption | 202,385,650 | 204,847,490 | 205,911,610 | |
Shareholders' equity | ||||
Additional paid-in-capital | 8,933,205 | 6,471,389 | 5,407,280 | |
Accumulated deficit | (3,934,048) | (1,472,213) | (408,087) | |
Total shareholders' equity | 5,000,008 | 5,000,003 | 5,000,009 | $ 0 |
Total liabilities and shareholders' equity | 231,219,945 | 231,716,367 | 233,001,707 | |
Class A Ordinary Shares | ||||
Shareholders' equity | ||||
Common stock - $0.0001 par value | 276 | 252 | 241 | |
Total shareholders' equity | 276 | 252 | 0 | |
Class B Ordinary Shares | ||||
Shareholders' equity | ||||
Common stock - $0.0001 par value | 575 | 575 | 575 | |
Total shareholders' equity | $ 575 | 575 | $ 0 | |
As Previously Reported | ||||
Restatement [Line Items] | ||||
Total Assets | 231,716,367 | 233,001,707 | ||
Liabilities and shareholders' equity | ||||
Total current liabilities | 151,244 | 1,438,508 | ||
Deferred legal fees | 200,000 | |||
Deferred underwriting commissions | 8,050,000 | 8,050,000 | ||
Total Liabilities | 8,401,244 | 9,488,508 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 218,315,120 | 218,513,190 | ||
Shareholders' equity | ||||
Additional paid-in-capital | 5,230,984 | 5,032,916 | ||
Accumulated deficit | (231,673) | (33,597) | ||
Total shareholders' equity | 5,000,003 | 5,000,009 | ||
Total liabilities and shareholders' equity | 231,716,367 | 233,001,707 | ||
As Previously Reported | Class A Ordinary Shares | ||||
Shareholders' equity | ||||
Common stock - $0.0001 par value | 117 | 115 | ||
As Previously Reported | Class B Ordinary Shares | ||||
Shareholders' equity | ||||
Common stock - $0.0001 par value | 575 | 575 | ||
Restatement Adjustment | ||||
Liabilities and shareholders' equity | ||||
Derivative warrant liabilities | 13,467,630 | 12,601,580 | ||
Total Liabilities | 13,467,630 | 12,601,580 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | (13,467,630) | (12,601,580) | ||
Shareholders' equity | ||||
Additional paid-in-capital | 1,240,405 | 374,364 | ||
Accumulated deficit | (1,240,540) | (374,490) | ||
Restatement Adjustment | Class A Ordinary Shares | ||||
Shareholders' equity | ||||
Common stock - $0.0001 par value | $ 135 | $ 126 |
Restatement of Financial Stat_4
Restatement of Financial Statements - Restatement of Balance Sheet (Parenthetical) (Detail) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 23, 2020 |
Restatement [Line Items] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A Ordinary Shares | |||
Restatement [Line Items] | |||
Temporary equity, par value | 0.0001 | 0.0001 | |
Common stock, par value | 0.0001 | 0.0001 | 0.0001 |
Class B Ordinary Shares | |||
Restatement [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Restatement of Financial Stat_5
Restatement of Financial Statements - Restatement of Income Statement (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restatement Of Statement Of Operations [Line Items] | ||
Loss from operations | $ (1,456,122) | $ (250,366) |
Change in fair value of warrant liabilities | (1,058,630) | (866,050) |
Financing costs | (374,490) | |
Unrealized gain on investments held in Trust Account | 52,917 | 18,693 |
Total other (expense) income | (1,005,713) | (1,221,847) |
Net loss | $ (2,461,835) | $ (1,472,213) |
Class A Ordinary Shares | ||
Restatement Of Statement Of Operations [Line Items] | ||
Basic and diluted weighted average shares outstanding | 23,000,000 | 23,000,000 |
Basic and diluted net loss per ordinary share | $ 0 | $ 0 |
Class B Ordinary Shares | ||
Restatement Of Statement Of Operations [Line Items] | ||
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,750,000 |
Basic and diluted net loss per ordinary share | $ (0.43) | $ (0.26) |
As Previously Reported | ||
Restatement Of Statement Of Operations [Line Items] | ||
Loss from operations | $ (250,366) | |
Unrealized gain on investments held in Trust Account | 18,693 | |
Total other (expense) income | 18,693 | |
Net loss | $ (231,673) | |
As Previously Reported | Class A Ordinary Shares | ||
Restatement Of Statement Of Operations [Line Items] | ||
Basic and diluted weighted average shares outstanding | 23,000,000 | |
Basic and diluted net loss per ordinary share | $ 0 | |
As Previously Reported | Class B Ordinary Shares | ||
Restatement Of Statement Of Operations [Line Items] | ||
Basic and diluted weighted average shares outstanding | 5,750,000 | |
Basic and diluted net loss per ordinary share | $ (0.06) | |
Restatement Adjustment | ||
Restatement Of Statement Of Operations [Line Items] | ||
Change in fair value of warrant liabilities | $ (866,050) | |
Financing costs | (374,490) | |
Total other (expense) income | (1,240,540) | |
Net loss | $ (1,240,540) |
Restatement of Financial Stat_6
Restatement of Financial Statements - Restatement of Cash Flows (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Restatement [Line Items] | ||
Net loss | $ (2,461,835) | $ (1,472,213) |
Adjustments to reconcile net loss to net cash used in operating activities | 1,246,847 | |
Net cash used in operating activities | (408,970) | (1,233,811) |
Net cash used in investing activities | (230,000,000) | |
Net cash provided by financing activities | 231,856,796 | |
Net change in cash | $ (408,970) | 622,985 |
As Previously Reported | ||
Restatement [Line Items] | ||
Net loss | (231,673) | |
Adjustments to reconcile net loss to net cash used in operating activities | 6,307 | |
Net cash used in operating activities | (1,233,811) | |
Net cash used in investing activities | (230,000,000) | |
Net cash provided by financing activities | 231,856,796 | |
Net change in cash | 622,985 | |
Restatement Adjustment | ||
Restatement [Line Items] | ||
Net loss | (1,240,540) | |
Adjustments to reconcile net loss to net cash used in operating activities | $ 1,240,540 |
Restatement of Financial Stat_7
Restatement of Financial Statements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Restatement [Line Items] | |||
Class of warrants or rights exercise price | $ 11.50 | $ 11.50 | |
Class of warrants or rights term | 5 years | 5 years | |
Reclassification of warrant from temporary equity to derivative liability | $ 12.6 | ||
Class A Ordinary Shares | |||
Restatement [Line Items] | |||
Stock shares issued during the period new issues | 23,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Nov. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Line Items] | |||
Cash at bank | $ 214,015 | $ 622,985 | |
Stock shares issued during the period for services value | 25,000 | 25,000 | |
Proceeds from related party debt | $ 194,000 | $ 60,000 | |
Term of restricted investments | 185 days | 185 days | 185 days |
Accrued interest and penalties on unrecognized tax benefits | $ 0 | $ 0 | |
Provision for working capital needs | 165,000 | 165,000 | |
Warrant [Member] | |||
Accounting Policies [Line Items] | |||
Cash at bank | 623,000 | 623,000 | |
Net working capital | $ 90,000 | $ 1,500,000 | |
Antidilutive securities excluded from the computation of earnings per share | 9,000,000 | 9,000,000 | |
Class A Ordinary Shares | |||
Accounting Policies [Line Items] | |||
Temporary equity, shares outstanding | 20,238,565 | 20,484,749 | |
Provision for working capital needs | $ 165,000 | $ 165,000 | |
Interest income on investments held in the trust account | $ 53,000 | $ 19,000 | |
IPO [Member] | |||
Accounting Policies [Line Items] | |||
Class of warrants or rights warrants issued during the period shares | 9,000,000 | ||
Private Placement [Member] | |||
Accounting Policies [Line Items] | |||
Class of warrants or rights warrants issued during the period shares | 4,600,000 | 4,600,000 | |
Over-Allotment Option [Member] | |||
Accounting Policies [Line Items] | |||
Class of warrants or rights warrants issued during the period shares | 4,400,000 | 4,400,000 | |
Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Cash insured with federal deposit insurance corporation | $ 250,000 | $ 250,000 |
Initial Public Offering -Additi
Initial Public Offering -Additional Information (Detail) $ / shares in Units, $ in Millions | Nov. 23, 2020USD ($)$ / sharesshares |
Initial Public Offering Details [Line Items] | |
Warrants to be issued, description | Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). |
IPO [Member] | |
Initial Public Offering Details [Line Items] | |
Issuance of initial public offering (in Shares) | shares | 23,000,000 |
Sale of price per share (in Dollars per share) | $ / shares | $ 10 |
Gross proceeds | $ 230 |
Offering cost | 13.1 |
Deferred underwriting commissions | $ 8.1 |
Over-Allotment Option [Member] | |
Initial Public Offering Details [Line Items] | |
Issuance of initial public offering (in Shares) | shares | 3,000,000 |
Sale of price per share (in Dollars per share) | $ / shares | $ 10 |
Gross proceeds | $ 230 |
Deferred underwriting commissions | $ 8.1 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrants or rights exercise price | $ 11.50 | $ 11.50 | |
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrants or rights warrants issued during the period | 4,400,000 | ||
Class of warrants or rights warrants issue price per unit | $ 1.50 | ||
Proceeds from warrant issue | $ 6.6 | ||
Class of warrants or rights exercise price | $ 11.50 | ||
Class of warrant or rights number of shares covered by each warrant or right | 1 | ||
Class of warrants or rights lock in period | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 07, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Proceeds from related party debt | $ 194,000 | $ 60,000 | |
Repayment of related party debt | 60,093 | ||
Provision for working capital | $ 165,000 | $ 165,000 | |
Cash Paid From Sponsor | $ 25,000 | ||
Ordinary shares received (in Shares) | 5,750,000 | ||
Aggregate shares held by Sponsor (in Shares) | 750,000 | ||
Founder Shares [Member] | |||
Related Party Transaction [Line Items] | |||
Lock in period of shares | 1 year | 1 year | |
Share price | $ 12 | $ 12 | |
Number of specific trading days for determining share price | 20 days | 20 days | |
Total number of trading days for determining the share price | 30 days | 30 days | |
Waiting time after which share price is considered | 150 days | 150 days | |
Issued and outstanding shares, percentage | 20.00% | ||
Sponsor [Member] | Working Capital Loan [Member] | |||
Related Party Transaction [Line Items] | |||
Working capital loans convertible into equity warrants value | $ 2,000,000 | $ 2,000,000 | |
Debt instrument conversion price per share | $ 1.50 | $ 1.50 | |
Sponsor [Member] | Related Party Loan [Member] | |||
Related Party Transaction [Line Items] | |||
Debt instrument face value | $ 300,000 | ||
Proceeds from related party debt | 60,000 | ||
Repayment of related party debt | $ 60,000 | ||
Reinvent Capital [Member] | Support Services Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Fees payable per annum | $ 625,000 | $ 625,000 | |
Payment to related party towards services | 156,250 | ||
Related party transaction expenses recognized | 156,000 | 52,000 | |
Reimbursable expenses | 12,000 | 12,000 | |
Due to related party | $ 12,000 | 12,000 | |
Reinvent Capital [Member] | Support Services Agreement [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Related Party Transaction [Line Items] | |||
Prepaid expenses related party | $ 104,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Additional sale of stock | 3,000,000 | 3,000,000 |
Underwriting agreement description | The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 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. | The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights exercise price | $ 11.50 | $ 11.50 |
Class of warrants or rights term | 5 years | 5 years |
Public Warrants [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights outstanding | 4,600,000 | 4,600,000 |
Period after business combination within which securities must be registered | 15 days | 15 days |
Period after business combination within which registration must be effective | 60 days | 60 days |
Number of trading days after the date of notice for determining the fair market value of shares | 10 days | 10 days |
Class of warrant or rights number of shares covered by each warrant or right | 0.361 | 0.361 |
Public Warrants [Member] | Common Class A [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Sale of stock issue price per share | $ 9.20 | $ 9.20 |
Proceeds from capital raising from business combination as a percentage of total proceeds | 60.00% | 60.00% |
Number of consecutive trading days | 20 days | 20 days |
Volume weighted average trading price of shares | $ 9.20 | $ 9.20 |
Public Warrants [Member] | Common Class A [Member] | Prospective Warrant Redemption [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights redemption price per unit of warrant | $ 0.01 | $ 0.01 |
Public Warrants [Member] | Redemption Trigger Price One [Member] | Common Class A [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Exercise price of warrants as a percentage of newly issued share price | 115.00% | 115.00% |
Newly issued share price | $ 18 | $ 18 |
Public Warrants [Member] | Redemption Trigger Price One [Member] | Common Class A [Member] | Prospective Warrant Redemption [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Notice period to be given to warrant holders before redemption | 30 days | 30 days |
Total number of trading days in determining the share price | 30 days | 30 days |
Public Warrants [Member] | Redemption Trigger Price Two [Member] | Common Class A [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Exercise price of warrants as a percentage of newly issued share price | 180.00% | 180.00% |
Newly issued share price | $ 10 | $ 10 |
Public Warrants [Member] | Redemption Trigger Price Two [Member] | Common Class A [Member] | Prospective Warrant Redemption [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights redemption price per unit of warrant | $ 0.10 | $ 0.10 |
Total number of trading days in determining the share price | 30 days | 30 days |
Public Warrants [Member] | After Completion of Business Combination [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Public warrants period after which they are excercisable | 30 days | 30 days |
Private Warrants [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights outstanding | 4,400,000 | 4,400,000 |
Private Warrants [Member] | Common Class A [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Lock in period of warrants | 30 days | 30 days |
Private Warrants [Member] | Common Class A [Member] | Prospective Warrant Redemption [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Newly issued share price | $ 18 | $ 18 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Nov. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Percentage of the shares issuable on the percentage of the total paid up share capital | 20.00% | 20.00% | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 | 0 |
Class A Ordinary Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares, issued | 23,000,000 | 23,000,000 | |
Common stock, shares, outstanding | 23,000,000 | 23,000,000 | |
Temporary equity, shares outstanding | 20,484,749 | 20,238,565 | |
Common stock shares voting rights | one vote | one vote | |
Class B Ordinary Shares [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares, issued | 5,750,000 | 5,750,000 | |
Common stock, shares, outstanding | 5,750,000 | 5,750,000 | |
Common stock shares voting rights | one vote | one vote | |
Issuance of Class B ordinary shares to Sponsor | 5,750,000 | 5,750,000 | |
Shares forfeiture | 750,000 | 750,000 | |
Proposed offering, percentage | 20.00% | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 230,017,782 | |
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 230,070,699 | 230,017,782 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account | 0 | |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 7,285,410 | 0 |
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 6,762,630 | |
Private Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | |
Private Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | |
Private Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 7,240,850 | $ 6,705,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Nov. 18, 2020 | |
Fair Value Disclosures [Abstract] | |||
Derivative liabilities | $ 12,601,580 | ||
Liabilities, Fair Value Adjustment | $ 1,100,000 | $ 866,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value measurement inputs and valuation techniques (Detail) - Fair Value, Inputs, Level 3 [Member] | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 18, 2020 |
Stock price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurements inputs | 10.01 | 9.98 | 9.72 |
Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurements inputs | 22.1 | 23.50 | 23.20 |
Expected life of the options to convert [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurements inputs | 5.23 | 5.5 | 5.6 |
Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurements inputs | 0.97 | 0.43 | 0.47 |
Dividend yield [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value measurements inputs | 0 | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of fair value of the derivative warrant liabilities (Detail) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities at January 1, 2021 | $ 13,467,630 |
Transfer of Public Warrants to Level 1 | (7,285,410) |
Change in fair value of derivative warrant liabilities | 1,058,630 |
Derivative warrant liabilities at March 31, 2021 | $ 7,240,850 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 03, 2021 | Feb. 23, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 23, 2020 |
Sponsor Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants redemption based on last reported sale price of common stock in trading days | 20 days | ||||
Warrants redemption based on last reported sale price of common stock with in consecutive trading days | 30 days | ||||
Warrants redemption price per share | $ 25 | ||||
Common Class A [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Class B [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Hippo [Member] | |||||
Subsequent Event [Line Items] | |||||
Business combination, consideration transferred | $ 5,522,000,000 | ||||
Business combination, shares value | 5,000,000,000 | ||||
Cash acquired | $ 522,000,000 | ||||
Business combination, per share | $ 10 | ||||
Hippo [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Business combination, consideration transferred | $ 5,522,000,000 | ||||
Business combination, shares value | 5,000,000,000 | ||||
Cash acquired | $ 522,000,000 | ||||
Business combination, per share | $ 10 | ||||
RTPZ Merger Sub Inc [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares subscribed but unissued | 55,000,000 | ||||
Common stock, value, subscriptions | $ 550,000,000 | ||||
RTPZ Merger Sub Inc [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares subscribed but unissued | 55,000,000 | ||||
Common stock, value, subscriptions | $ 550,000,000 |