Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | REINVENT TECHNOLOGY PARTNERS Y |
Entity Central Index Key | 0001828108 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 757,574 | $ 0 | |
Prepaid expenses | 1,505,996 | 6,380 | |
Total current assets | 2,263,570 | 6,380 | |
Deferred offering costs associated with proposed public offering | 56,483 | ||
Cash held in Trust Account | 977,508,835 | ||
Total Assets | 979,772,405 | 62,863 | |
Current liabilities: | |||
Accounts payable | 37,951 | 23,450 | |
Accrued expenses | 359,666 | 33,033 | |
Due to related party | 89,204 | ||
Total current liabilities | 486,821 | 56,483 | |
Deferred legal fees | 18,182 | ||
Deferred underwriting commissions | 34,212,500 | ||
Derivative warrant liabilities | 36,073,540 | ||
Total liabilities | 70,791,043 | 56,483 | |
Commitments and Contingencies | |||
Class A ordinary shares, $0.0001 par value; 90,398,136 and 0 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively | 903,981,360 | ||
Shareholder's Equity: | |||
Preference shares,value | |||
Additional paid-incapital | 7,239,434 | 22,556 | |
Accumulated deficit | (2,242,611) | (18,620) | |
Total shareholder's equity | 5,000,002 | 6,380 | |
Total Liabilities and Shareholder's Equity | 979,772,405 | 62,863 | |
Class A Ordinary Shares | |||
Shareholder's Equity: | |||
Common Stock | 735 | ||
Total shareholder's equity | 735 | 0 | |
Class B Ordinary Shares | |||
Shareholder's Equity: | |||
Common Stock | 2,444 | 2,444 | [1],[2] |
Total shareholder's equity | $ 2,444 | $ 2,444 | |
[1] | On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5). | ||
[2] | This number includes up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Balance Sheets (Parenthetical)
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 | |
Common stock, par value | $ 0.0001 | ||
Common stock, shares authorized | 5,000,000 | ||
Common stock, shares issued | 0 | ||
Common stock, shares outstanding | 0 | ||
Class A Ordinary Shares | |||
Shares subject to possible redemption | 90,398,136 | 0 | |
Shares subject to possible redemption | $ 0.0001 | $ 10 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 7,351,864 | 0 | |
Common stock, shares outstanding | 7,351,864 | 0 | |
Class B Ordinary Shares | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | [1],[2] |
Common stock, shares authorized | 50,000,000 | 50,000,000 | [1],[2] |
Common stock, shares issued | 24,437,500 | 24,437,500 | [1],[2] |
Common stock, shares outstanding | 24,437,500 | 24,437,500 | [1],[2] |
Shares subject to forfeiture | 3,187,500 | ||
Aggregate ordinary shares outstanding related to share capitalization | 24,437,500 | ||
[1] | On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5). | ||
[2] | This number includes up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Statement of Operations
Statement of Operations - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | ||
General and administrative expenses | $ 208,506 | $ 18,620 | |
Loss from operations | (208,506) | ||
Other income (expense) | |||
Change in fair value of derivative warrant liabilities | (912,840) | ||
Financing costs - derivative warrant liabilities | (1,111,480) | ||
Unrealized gain on investments held in Trust Account | 8,835 | ||
Total other income (expense) | (2,015,485) | ||
Net loss | $ (2,223,991) | $ (18,620) | |
Basic and diluted weighted average shares outstanding | [1],[2] | 21,250,000 | |
Basic and diluted net loss per ordinary share | $ 0 | ||
Class A Ordinary Shares | |||
Other income (expense) | |||
Net loss | $ 0 | ||
Basic and diluted weighted average shares outstanding | 97,750,000 | ||
Basic and diluted net loss per ordinary share | $ 0 | ||
Class B Ordinary Shares | |||
Other income (expense) | |||
Basic and diluted weighted average shares outstanding | 21,745,833 | ||
Basic and diluted net loss per ordinary share | $ (0.10) | ||
[1] | On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5). | ||
[2] | This number excludes an aggregate of up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Statement of Operations (Parent
Statement of Operations (Parenthetical) - Class B Ordinary Shares - shares | Feb. 10, 2021 | Dec. 31, 2020 |
Shares subject to forfeiture | 3,187,500 | |
Aggregate ordinary shares outstanding related to share capitalization | 24,437,500 | 24,437,500 |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - USD ($) | Total | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | |
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 | [1],[2] | 25,000 | $ 0 | $ 2,444 | 22,556 | |
Issuance of Class B ordinary shares to Sponsor, shares | [1],[2] | 0 | 24,437,500 | |||
Net loss | (18,620) | $ 0 | (18,620) | |||
Ending balance at Dec. 31, 2020 | 6,380 | $ 0 | $ 2,444 | 22,556 | (18,620) | |
Ending balance (in shares) at Dec. 31, 2020 | 0 | 24,437,500 | ||||
Issuance of Class B ordinary shares to Sponsor | 957,730,890 | $ 9,775 | 957,721,115 | |||
Issuance of Class B ordinary shares to Sponsor, shares | 97,750,000 | 2,875,000 | ||||
Offering costs | (53,390,327) | (53,390,327) | ||||
Sale of private placement warrants to Sponsor in private placement | 6,858,410 | 6,858,410 | ||||
Shares subject to possible redemption | (903,981,360) | $ (9,040) | (903,972,320) | |||
Shares subject to possible redemption (in shares) | (90,398,136) | |||||
Net loss | (2,223,991) | (2,223,991) | ||||
Ending balance at Mar. 31, 2021 | $ 5,000,002 | $ 735 | $ 2,444 | $ 7,239,434 | $ (2,242,611) | |
Ending balance (in shares) at Mar. 31, 2021 | 7,351,864 | 24,437,500 | ||||
[1] | On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5). | |||||
[2] | This number includes up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Statement of Changes in Share_2
Statement of Changes in Shareholders' Equity (Parenthetical) - Class B Ordinary Shares - shares | Feb. 10, 2021 | Dec. 31, 2020 |
Shares subject to forfeiture | 3,187,500 | |
Aggregate ordinary shares outstanding related to share capitalization | 24,437,500 | 24,437,500 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,223,991) | $ (18,620) |
Change in fair value of derivative warrant liabilities | 912,840 | |
Financing costs - derivative warrant liabilities | 1,111,480 | |
Unrealized gain on investments held in Trust Account | (8,835) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,499,616) | 18,620 |
Accounts payable | 3,201 | |
Accrued expenses | 18,984 | |
Due to related party | 89,204 | |
Net cash used in operating activities | (1,596,733) | |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (977,500,000) | |
Net cash used in investing activities | (977,500,000) | |
Cash Flows from Financing Activities: | ||
Repayment of note payable to related party | (295,179) | |
Proceeds received from initial public offering, gross | 977,500,000 | |
Proceeds received from private placement | 22,250,000 | |
Offering costs paid | (19,600,514) | |
Net cash provided by financing activities | 979,854,307 | |
Net increase in cash | 757,574 | |
Cash - beginning of the period | 0 | |
Cash - end of the period | 757,574 | 0 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs included in accounts payable | 11,300 | |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Deferred offering costs included in accrued expenses | 307,649 | 33,033 |
Offering costs paid by related party under promissory note | 295,179 | |
Deferred offering costs included in accounts payable | $ 23,450 | |
Deferred Legal Fees | 18,182 | |
Deferred underwriting commissions | 34,212,500 | |
Value of Class A ordinary shares subject to possible redemption | 905,037,840 | |
Change in value of Class A ordinary shares subject to possible redemption | $ (1,056,480) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Reinvent Technology Partners Y, formerly known as Reinvent Technology Partners C (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 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 Y LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 15, 2021. On March 18, 2021, the Company consummated its Initial Public Offering of 97,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including 12,750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $977.5 million, and incurring offering costs of approximately $54.5 million, of which approximately $34.2 million and approximately $18,000 was for deferred underwriting commissions and deferred legal fees, respectively (see Note 6). Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 8,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $2.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $22.3 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $977.5 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. 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 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. | Note 1. Description of Organization, Business Operations and Basis of Presentation Reinvent Technology Partners Y, formerly known as Reinvent Technology Partners C (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”). As of December 31, 2020, the Company had not yet commenced operations. All activity for the period from October 2, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Proposed Public Offering, which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 85,000,000 units at $10.00 per unit (or 97,750,000 units if the underwriters’ option to purchase additional units is exercised in full) (“Units” and, with respect to the Class A ordinary shares included in such Units, the “Public Shares”) which is discussed in Note 3 (the “Proposed Public Offering”) and the sale of 7,880,000 warrants (or 8,900,000 warrants if the underwriters’ option to purchase additional units is exercised in full) at a price of $2.50 per warrant (“Private Placement Warrants”) in a private placement (the “Private Placement”) to the Company’s sponsor, Reinvent Sponsor Y LLC, a Cayman Islands limited liability company (“Sponsor”), that will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Proposed 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 target businesses with an aggregate fair market value equal to at least 80% of the value of the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on interest earned on the trust account) at the time of our signing a definitive agreement in connection with our 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 of 1940, as amended, or the Investment Company Act. Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Warrants, will be held 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 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). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Proposed Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees will 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 Proposed Public Offering, or 27 months from the closing of the Proposed 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 Proposed 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 have 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 Proposed 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 Proposed 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. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“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 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. 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 $758,000 in its operating bank account, and working capital of approximately $1.8 million. 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, a loan of $295,000 from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company partially repaid the Note for an aggregate of $295,000 on March 18, 2021 and repaid the remaining balance of approximately $180 on March 19, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of March 31, 2021, 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. 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 limit of $250,000. As of 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 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 statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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. 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 12,218,750 warrants as part of the Units issued in the Initial Public Offering and an aggregate of 8,900,000 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. 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, 90,398,136 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 The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to 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 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 21,118,750, 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 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. | Note 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Deferred Offering Costs Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares at December 31, 2020 were reduced for the effect of an aggregate of 3,187,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal 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. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Proposed Public Offering
Proposed Public Offering | 3 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
Proposed Public Offering | Note 3. Proposed Public Offering Pursuant to the Proposed Public Offering, the Company will offer for sale up to 85,000,000 Units (or 97,750,000 Units if the underwriters’ option to purchase additional units is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-eighth 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). |
Private Placement
Private Placement | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Text Block [Abstract] | ||
Private Placement | Note 4—Private Placement Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,900,000 Private Placement Warrants, at a price of $2.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $22.3 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 4. Private Placement The Sponsor agreed to purchase an aggregate of 7,880,000 Private Placement Warrants (or 8,900,000 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $2.50 per Private Placement Warrant ($19.7 million in the aggregate, or approximately $22.3 million if the underwriters’ over-allotment option is exercised in full) in the Private Placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole 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 will be added to the proceeds from the Proposed Public Offering to be 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 will agree, 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 2,875,000 ordinary shares (the “Founder Shares”). On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Founder Shares outstanding. The Sponsor agreed to forfeit up to an aggregate of 3,187,500 Founder Shares, on a pro rata basis, 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. Subsequent to the share capitalization, on February 10, 2021, the Sponsor transferred 30,000 Founder Shares to each of the Company’s independent director nominees. The underwriters fully exercised their over-allotment option on March 16, 2021; 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, share any 30-trading day 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 $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.50 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 Nasdaq through the earlier of consummation of the initial Business Combination and the liquidation, the Company will pay $1,875,000 Support Services Fees to Reinvent Capital LLC (“Reinvent Capital”) that total $1,875,000 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 expenses | 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 2,875,000 ordinary shares (the “Founder Shares”). On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Founder Shares outstanding. All shares and the associated amounts in the accompanying financial statements and notes thereto have been retroactively restated to reflect the share capitalization. The Sponsor has agreed to forfeit up to an aggregate of 3,187,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the option to purchase additional units is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Proposed Public Offering. If the Company increases or decreases the size of the Proposed Public Offering, the Company will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to the Class B ordinary shares prior to the consummation of the Proposed Public Offering in such amount as to maintain the number of Founder Shares at 20% of the Company’s issued and outstanding ordinary shares upon the consummation of the Proposed Public Offering. Subsequent to the share capitalization, on February 10, 2021, the Sponsor transferred 30,000 Founder Shares to each of the Company’s independent director nominees. The Initial Shareholders have 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 Proposed Public Offering pursuant to a promissory note (the “Note”). The Note is 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 $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.50 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 December 31, 2020, the Company had no borrowings under the Working Capital Loans. Support Services Agreement The Company will enter into a support services agreement (the “Support Services Agreement”) that will provide that, commencing on the date that the Company’s securities are first listed on Nasdaq through the earlier of consummation of the initial Business Combination and its liquidation, the Company will pay $1,875,000 Support Services Fees to Reinvent Capital LLC per year for support and administrative services. 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 approximately $19.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $34.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer certain of their fees until the consummation of the initial Business Combination. As of March 31, 2021, the Company recorded deferred legal fees of approximately $18,000 in connection with such services on the accompanying balance sheet. | 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) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. 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 will grant the underwriters a 45-day The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $17.0 million in the aggregate (or approximately $19.6 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per unit, or approximately $29.8 million in the aggregate (or approximately $34.2 million in the aggregate if the underwriters’ over-allotment option is exercised in full) 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Shareholder's Equity
Shareholder's Equity | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Shareholder's Equity | Note 7—Shareholders’ Equity Preference Shares 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, share sub-divisions, share an as-converted basis, | Note 7. Shareholder’s 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 Warrants 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 the 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 Proposed 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. |
Subsequent Events
Subsequent Events | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through May 14, 2021, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. | Note 8. Subsequent Events On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and the associated amounts in the accompanying financial statements and notes thereto have been retroactively restated to reflect the share capitalization. Subsequent to the share capitalization, on February 10, 2021, the Sponsor transferred 30,000 Founder Shares to each of the Company’s independent director nominees. In addition, subsequent to December 31, 2020, the Company borrowed approximately $122,000 under the Note. The Company has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through February 12, 2021, the date the financial statements were available to be issued, require potential adjustment to or disclosure in the financial statements and has concluded that, there were no such events that would require recognition or disclosure other than disclosed above. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Text Block [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On March 18, 2021, the Company consummated its Initial Public Offering of 97,750,000 Units, including 12,750,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $977.5 million, and incurring offering costs of approximately $54.5 million, of which approximately $34.2 million and approximately $18,000 was for deferred underwriting commissions and deferred legal fees, respectively. Each Unit consists of one Class A ordinary share and one-eighth |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Derivative Warrant Liabilities | Note 8—Derivative Warrant Liabilities As of March 31, 2021, the Company had 12,218,750 Public Warrants and 8,900,000 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 30 days after the completion of a Business Combination, provided 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 post-effective amendment to the registration statement of which this prospectus forms a part or a new 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, except 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 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—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 March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: U.S. Treasury Securities $ 977,508,836 $ — $ — Liabilities: Derivative warrant liabilities – public warrants $ — $ — $ 19,769,110 Derivative warrant liabilities – private warrants $ — $ — $ 15,391,590 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 three months ended March 31, 2021. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Public and Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. For the period ended March 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $913,000 presented as change in fair value of derivative warrant liabilities on the accompanying 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 March 18, Stock price $ 9.83 $ 9.80 Volatility 23.3 % 23.0 % Expected life of the options to convert 6.46 6.51 Risk-free rate 1.27 % 1.17 % Dividend yield — — The change in the fair value of the Level 3 derivative warrant liabilities for three months ended March 31, 2021 is summarized as follows: Public Private Total Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of derivative warrant liabilities 19,769,110 15,391,590 35,160,700 Change in fair value of derivative warrant liabilities 461,450 451,390 912,840 Derivative warrant liabilities at March 31, 2021 $ 20,230,560 $ 15,842,980 $ 36,073,540 |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Revision to Prior Period Financial Statements | Note 10—Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q 8-K “Post-IPO On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on March 18, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity 815-40”). The 815-40 The Company concluded that the misstatement was not material to the Post-IPO Post-IPO As of March 18, 2021 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 981,444,800 $ — $ 981,444,800 Liabilities and stockholders’ equity Total current liabilities $ 2,015,571 $ — $ 2,015,571 Deferred legal fees 18,183 — 18,183 Deferred underwriting commissions 34,212,500 34,212,500 Derivative warrant liabilities — 35,160,700 35,160,700 Total liabilities 36,246,254 35,160,700 71,406,954 Class A common stock, $0.0001 par value; shares subject to possible redemption 940,198,540 (35,160,700 ) 905,037,840 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock—$0.0001 par value 373 352 725 Class B common stock—$0.0001 par value 2,444 — 2,444 Additional paid-in-capital 5,087,286 1,111,128 6,198,414 Accumulated deficit (90,097 ) (1,111,480 ) (1,201,577 ) Total stockholders’ equity 5,000,006 — 5,000,006 Total liabilities and stockholders’ equity $ 981,444,800 $ — $ 981,444,800 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Use of 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. |
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. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | |
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 21,118,750, 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 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 | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares at December 31, 2020 were reduced for the effect of an aggregate of 3,187,500 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 6). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to 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 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. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal 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. |
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 financial statements. | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“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 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. | |
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. | |
Liquidity and capital resources | Liquidity and capital resources As of March 31, 2021, the Company had approximately $758,000 in its operating bank account, and working capital of approximately $1.8 million. 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, a loan of $295,000 from the Sponsor pursuant to the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company partially repaid the Note for an aggregate of $295,000 on March 18, 2021 and repaid the remaining balance of approximately $180 on March 19, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of March 31, 2021, 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. | |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. | |
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 limit of $250,000. As of 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 | |
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. | |
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 statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
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 12,218,750 warrants as part of the Units issued in the Initial Public Offering and an aggregate of 8,900,000 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. | |
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 | |
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, 90,398,136 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: U.S. Treasury Securities $ 977,508,836 $ — $ — Liabilities: Derivative warrant liabilities – public warrants $ — $ — $ 19,769,110 Derivative warrant liabilities – private warrants $ — $ — $ 15,391,590 |
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 March 18, Stock price $ 9.83 $ 9.80 Volatility 23.3 % 23.0 % Expected life of the options to convert 6.46 6.51 Risk-free rate 1.27 % 1.17 % Dividend yield — — |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the Level 3 derivative warrant liabilities for three months ended March 31, 2021 is summarized as follows: Public Private Total Derivative warrant liabilities at December 31, 2020 $ — $ — $ — Issuance of derivative warrant liabilities 19,769,110 15,391,590 35,160,700 Change in fair value of derivative warrant liabilities 461,450 451,390 912,840 Derivative warrant liabilities at March 31, 2021 $ 20,230,560 $ 15,842,980 $ 36,073,540 |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Restatement Of Balance Sheet | The Company concluded that the misstatement was not material to the Post-IPO Post-IPO As of March 18, 2021 As Previously Reported Restatement As Restated Balance Sheet Total assets $ 981,444,800 $ — $ 981,444,800 Liabilities and stockholders’ equity Total current liabilities $ 2,015,571 $ — $ 2,015,571 Deferred legal fees 18,183 — 18,183 Deferred underwriting commissions 34,212,500 34,212,500 Derivative warrant liabilities — 35,160,700 35,160,700 Total liabilities 36,246,254 35,160,700 71,406,954 Class A common stock, $0.0001 par value; shares subject to possible redemption 940,198,540 (35,160,700 ) 905,037,840 Stockholders’ equity Preferred stock- $0.0001 par value — — — Class A common stock—$0.0001 par value 373 352 725 Class B common stock—$0.0001 par value 2,444 — 2,444 Additional paid-in-capital 5,087,286 1,111,128 6,198,414 Accumulated deficit (90,097 ) (1,111,480 ) (1,201,577 ) Total stockholders’ equity 5,000,006 — 5,000,006 Total liabilities and stockholders’ equity $ 981,444,800 $ — $ 981,444,800 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Mar. 18, 2021 | Mar. 18, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Date of incorporation of the company | Oct. 2, 2020 | Oct. 2, 2020 | ||
Number of warrants sold | 7,880,000 | |||
Per share amount to be maintained in the trust account | $ 10 | |||
Term of restricted investments | 185 days | 185 days | 185 days | |
Minimum networth to effect a business combination | $ 5,000,001 | $ 50,000.01 | ||
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 | $ 701,250 | $ 701,250 | ||
Expenses payable on liquidation | 100,000 | $ 100,000 | ||
Proceeds from initial public offering | 977,500,000 | |||
Adjustment to additional paid in capital stock issuance costs | 53,390,327 | |||
Deferred Legal Fees | 18,182 | |||
Proceeds from warrant issue | $ 22,300,000 | 22,250,000 | ||
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% | 80.00% | 80.00% | |
Equity method investment ownership percentage | 50.00% | 50.00% | 50.00% | |
Private Placement Warrants [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 8,900,000 | 8,900,000 | ||
Class of warrants or rights warrants issue price per unit | $ 2.50 | $ 2.50 | $ 2.50 | |
Proceeds from warrant issue | $ 22,300,000 | |||
Class A Ordinary Shares | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of ordinary shares sold in proposed public offering | 15.00% | |||
Provision for working capital needs | $ 701,250 | |||
IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Sale of stock issue price per share | 10 | $ 10 | ||
IPO [Member] | Class A Ordinary Shares | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock shares issued during the period new issues | 97,750,000 | 97,750,000 | ||
Over-Allotment Option [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Sale of stock issue price per share | $ 10 | $ 10 | ||
Proceeds from initial public offering | $ 977,500,000 | $ 977,500,000 | ||
Adjustment to additional paid in capital stock issuance costs | 54,500,000 | |||
Deferred underwriting commissions | 34,200,000 | 34,200,000 | ||
Deferred Legal Fees | $ 18,000 | $ 18,000 | ||
Over-Allotment Option [Member] | Class A Ordinary Shares | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock shares issued during the period new issues | 12,750,000 | |||
Proposed Initial Public Offering [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Stock shares issued during the period new issues | 85,000,000 | |||
Sale of stock issue price per share | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 19, 2021 | Mar. 18, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Line Items] | ||||
Unrecognzed tax benefits | $ 0 | |||
Accrued interest and penalties | $ 0 | |||
Loan amount | $ 295,000 | |||
Repayment of related party debt | $ 180 | $ 295,000 | $ 295,179 | |
Term of restricted investments | 185 days | 185 days | 185 days | |
Provision for working capital needs | $ 701,250 | $ 701,250 | ||
Warrant [Member] | ||||
Accounting Policies [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share | 21,118,750 | |||
Class A Ordinary Shares | ||||
Accounting Policies [Line Items] | ||||
Temporary equity, shares outstanding | 90,398,136 | |||
Provision for working capital needs | $ 701,250 | |||
Interest income on investments held in the trust account | 9,000 | |||
Class B Ordinary Shares | ||||
Accounting Policies [Line Items] | ||||
Shares subject to forfeiture | 3,187,500 | |||
IPO [Member] | ||||
Accounting Policies [Line Items] | ||||
Offering costs expensed | $ 1,100,000 | |||
IPO [Member] | Public Warrants [Member] | ||||
Accounting Policies [Line Items] | ||||
Class of warrant or right issued during the period | 12,218,750 | |||
IPO [Member] | Private Placement Warrants [Member] | ||||
Accounting Policies [Line Items] | ||||
Class of warrant or right issued during the period | 8,900,000 | |||
Minimum [Member] | ||||
Accounting Policies [Line Items] | ||||
Cash insured with federal deposit insurance corporation | $ 250,000 | |||
Liquidity [Member] | ||||
Accounting Policies [Line Items] | ||||
Amount held at bank | 758,000 | |||
Working capital amount | 1,800,000 | |||
Proceeds from capital contribution | $ 25,000 |
Proposed Public Offering - Addi
Proposed Public Offering - Additional Information (Detail) - $ / shares | Mar. 18, 2021 | Dec. 31, 2020 |
Proposed Public Offering [Line Items] | ||
Warrants to be issued, description | Each Unit consists of one Class A ordinary share and one-eighth 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 | Each Unit will consist of one Class A ordinary share and one-eighth 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). |
Proposed Initial Public Offering [Member] | ||
Proposed Public Offering [Line Items] | ||
Stock shares issued during the period new issues | 85,000,000 | |
Issuance of proposed public offering (in Shares) | 97,750,000 | |
Sale of price per share (in Dollars per share) | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Mar. 18, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants sold | 7,880,000 | ||
Proceeds from warrant issue | $ 22,300,000 | $ 22,250,000 | |
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 | 8,900,000 | 8,900,000 | |
Class of warrants or rights warrants issue price per unit | $ 2.50 | $ 2.50 | |
Proceeds from warrant issue | $ 22,300,000 | ||
Aggregate proceeds from warrant issue | $ 22,300,000 | $ 19,700,000 | |
Class of warrants or rights exercise price | $ 11.50 | $ 11.50 | |
Class of warrants or rights lock in period | 0 | ||
Class of warrant or rights number of shares covered by each warrant or right | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 19, 2021 | Mar. 18, 2021 | Feb. 10, 2021 | Oct. 07, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Cash Paid From Sponsor | $ 25,000 | |||||
Ordinary shares received (in Shares) | 2,875,000 | |||||
Aggregate shares held by Sponsor (in Shares) | 3,187,500 | 0 | ||||
Loan amount | $ 295,000 | |||||
Provision for working capital | 701,250 | $ 701,250 | ||||
Aggregate shares held by Sponsor (in Shares) | 3,187,500 | |||||
Repayment of related party debt | $ 180 | $ 295,000 | 295,179 | |||
Related Party Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Loan amount | $ 295,000 | 0 | ||||
Repayment of related party debt | $ 180 | $ 295,000 | ||||
Support Services Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Support service fee | $ 1,875,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate shares held by Sponsor (in Shares) | 24,437,500 | |||||
Issued and outstanding shares, percentage | 20.00% | |||||
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 | ||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Fouder shares issued to directors (in Shares) | 30,000 | |||||
Sponsor [Member] | Related Party Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument face value | $ 300,000 | |||||
Sponsor [Member] | Working Capital Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Working capital loans convertible into equity warrants value | $ 2,500,000 | $ 2,500,000 | ||||
Debt instrument conversion price per share | $ 2.50 | $ 2.50 | ||||
Reinvent Capital [Member] | Support Services Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Support service fee | $ 1,875,000 | |||||
Fees payable per annum | 1,875,000 | |||||
Payment to related party towards services | 0 | |||||
Related party transaction expenses recognized | 78,000 | |||||
Reinvent Capital [Member] | Support Services Agreement [Member] | Due to Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Prepaid expenses related party | 78,000 | |||||
Reinvent Capital [Member] | Support Services Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party | $ 11,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Additional sale of stock | 12,750,000 | 12,750,000 |
Underwriting agreement description | The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $19.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $34.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. | The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $17.0 million in the aggregate (or approximately $19.6 million in the aggregate if the underwriters' over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per unit, or approximately $29.8 million in the aggregate (or approximately $34.2 million in the aggregate if the underwriters' over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Deferred Legal Fees | $ 18,182 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 18, 2021 | Feb. 10, 2021 | Oct. 07, 2020 | ||
Funding Arrangement [Line Items] | ||||||
Common stock, shares authorized | 5,000,000 | |||||
Common stock, par or stated value per share | $ 0.0001 | |||||
Common stock, shares, issued | 0 | |||||
Common stock, shares, outstanding | 0 | 3,187,500 | ||||
Class of warrants or rights exercise price | $ 11.50 | $ 11.50 | ||||
Class of warrants or rights term | 5 years | 5 years | ||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Percentage of the shares issuable on the percentage of the total paid up share capital | 20.00% | |||||
Minimum [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Proposed offering, percentage | 50.00% | 50.00% | ||||
Public Warrants [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Public warrants period after which they are excercisable | 30 days | |||||
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 | |||||
Class of warrant or rights number of shares covered by each warrant or right | 0.361 | |||||
Class A Ordinary Shares | ||||||
Funding Arrangement [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 | 7,351,864 | 0 | ||||
Common stock, shares, outstanding | 7,351,864 | 0 | ||||
Common stock shares voting rights | One vote | One vote | ||||
Shares subject to possible redemption | 90,398,136 | 0 | ||||
Issuance of Class B ordinary shares to Sponsor | 97,750,000 | 0 | [1],[2] | |||
Class A Ordinary Shares | Public Warrants [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Number of consecutive trading days | 20 days | 20 days | ||||
Number of trading days after the date of notice for determining the fair market value of shares | 10 days | |||||
Class of warrant or rights number of shares covered by each warrant or right | 0.361 | |||||
Class A Ordinary Shares | Public Warrants [Member] | Maximum [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Sale of stock issue price per share | $ 9.20 | $ 9.20 | ||||
Class A Ordinary Shares | Public Warrants [Member] | Minimum [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Proceeds from capital raising from business combination as a percentage of total proceeds | 60.00% | 60.00% | ||||
Class A Ordinary Shares | Public Warrants [Member] | Prospective Warrant Redemption [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Class of warrants or rights redemption price per unit of warrant | $ 0.01 | $ 0.01 | ||||
Class A Ordinary Shares | Public Warrants [Member] | Prospective Warrant Redemption [Member] | Maximum [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Newly issued share price | 18 | |||||
Class A Ordinary Shares | Public Warrants [Member] | Redemption Trigger Price Two [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Sale of stock issue price per share | 9.20 | 9.20 | ||||
Exercise price of warrants as a percentage of newly issued share price | 1.80 | 1.80 | ||||
Newly issued share price | $ 10 | $ 10 | ||||
Class of warrants or rights redemption price per unit of warrant | 20 days | 20 days | ||||
Number of trading days for share price determination | 30 days | 30 days | ||||
Class A Ordinary Shares | Public Warrants [Member] | Redemption Trigger Price Two [Member] | Prospective Warrant Redemption [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Class of warrants or rights redemption price per unit of warrant | $ 0.10 | $ 0.10 | ||||
Class of warrants or rights redemption price per unit of warrant | 30 days | 30 days | ||||
Class A Ordinary Shares | Public Warrants [Member] | Redemption Trigger Price One [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Exercise price of warrants as a percentage of newly issued share price | $ 1.15 | $ 1.15 | ||||
Newly issued share price | $ 18 | $ 18 | ||||
Class A Ordinary Shares | Private Warrants [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Lock in period of warrants | 30 days | 30 days | ||||
Class A Ordinary Shares | Private Warrants [Member] | Prospective Warrant Redemption [Member] | Maximum [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Newly issued share price | $ 18 | $ 18 | ||||
Class A Ordinary Shares | Private Warrants [Member] | Prospective Warrant Redemption [Member] | Minimum [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Newly issued share price | $ 10 | $ 10 | ||||
Class B Ordinary Shares | ||||||
Funding Arrangement [Line Items] | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | [1],[2] | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | [1],[2] | |||
Common stock, shares, issued | 24,437,500 | 24,437,500 | [1],[2] | 2,875,000 | ||
Common stock, shares, outstanding | 24,437,500 | 24,437,500 | [1],[2] | 2,875,000 | ||
Common stock subject to forfeiture during the period shares | 3,187,500 | 3,187,500 | ||||
Proposed offering, percentage | 20.00% | 20.00% | ||||
Common stock shares voting rights | One vote | One vote | ||||
Issuance of Class B ordinary shares to Sponsor | 2,875,000 | 24,437,500 | [1],[2] | |||
Class B Ordinary Shares | Effect of Share Recapitalization [Member] | ||||||
Funding Arrangement [Line Items] | ||||||
Common stock, shares, outstanding | 24,437,500 | |||||
[1] | On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5). | |||||
[2] | This number includes up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 10, 2021 | Mar. 31, 2021 | Feb. 12, 2021 | Dec. 31, 2020 | Oct. 07, 2020 | |
Subsequent Event [Line Items] | ||||||
Common stock, shares, outstanding | 0 | 3,187,500 | ||||
Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument carrying amount | $ 122,000 | |||||
Effect of Share Recapitalization [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Transfer of founder shares to each independent Director | 30,000 | |||||
Class B Ordinary Shares | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares, outstanding | 24,437,500 | 24,437,500 | [1],[2] | 2,875,000 | ||
Class B Ordinary Shares | Effect of Share Recapitalization [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares, outstanding | 24,437,500 | |||||
Class B Ordinary Shares | Effect of Share Recapitalization [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares, outstanding | 24,437,500 | |||||
[1] | On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5). | |||||
[2] | This number includes up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Initial Public Offering -Additi
Initial Public Offering -Additional Information (Detail) - USD ($) | Mar. 18, 2021 | Mar. 18, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering Details [Line Items] | ||||
Deferred Legal Fees | $ 18,182 | |||
Warrants to be issued, description | Each Unit consists of one Class A ordinary share and one-eighth 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 | Each Unit will consist of one Class A ordinary share and one-eighth 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) | 97,750,000 | 97,750,000 | ||
Sale of price per share (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 977,500,000 | |||
Offering cost | 54,500,000 | $ 54,500,000 | ||
Deferred underwriting commissions | $ 34,200,000 | $ 34,200,000 | ||
Over-Allotment Option [Member] | ||||
Initial Public Offering Details [Line Items] | ||||
Issuance of initial public offering (in Shares) | 12,750,000 | 12,750,000 | ||
Sale of price per share (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 977,500,000 | |||
Deferred underwriting commissions | 34,200,000 | $ 34,200,000 | ||
Deferred Legal Fees | $ 18,000 | $ 18,000 |
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, shares | 12,218,750 | |
Public warrants period after which they are excercisable | 30 days | |
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 | |
Class of warrant or rights number of shares covered by each warrant or right | 0.361 | |
Public Warrants [Member] | Class A Ordinary Shares | ||
Derivative Warrant Liabilities [Line Items] | ||
Number of consecutive trading days | 20 days | 20 days |
Number of trading days after the date of notice for determining the fair market value of shares | 10 days | |
Class of warrant or rights number of shares covered by each warrant or right | 0.361 | |
Public Warrants [Member] | Class A Ordinary Shares | Maximum [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Sale of stock issue price per share | $ 9.20 | $ 9.20 |
Public Warrants [Member] | Class A Ordinary Shares | Minimum [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Proceeds from capital raising from business combination as a percentage of total proceeds | 60.00% | 60.00% |
Public Warrants [Member] | Class A Ordinary Shares | 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] | Class A Ordinary Shares | Prospective Warrant Redemption [Member] | Maximum [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Newly issued share price | 18 | |
Public Warrants [Member] | Class A Ordinary Shares | Redemption Trigger Price Two [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Sale of stock issue price per share | 9.20 | 9.20 |
Exercise price of warrants as a percentage of newly issued share price | 1.80 | 1.80 |
Newly issued share price | $ 10 | $ 10 |
Class of warrants or rights redemption price per unit of warrant | 20 days | 20 days |
Number of trading days for share price determination | 30 days | 30 days |
Public Warrants [Member] | Class A Ordinary Shares | Redemption Trigger Price Two [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 |
Class of warrants or rights redemption price per unit of warrant | 30 days | 30 days |
Public Warrants [Member] | Class A Ordinary Shares | Redemption Trigger Price One [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Exercise price of warrants as a percentage of newly issued share price | $ 1.15 | $ 1.15 |
Newly issued share price | $ 18 | $ 18 |
Public Warrants [Member] | After Completion Of Business Combination [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Public warrants period after which they are excercisable | 30 days | |
Private Warrants [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights outstanding, shares | 8,900,000 | |
Private Warrants [Member] | Class A Ordinary Shares | ||
Derivative Warrant Liabilities [Line Items] | ||
Lock in period of warrants | 30 days | 30 days |
Private Warrants [Member] | Class A Ordinary Shares | Prospective Warrant Redemption [Member] | Maximum [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Newly issued share price | $ 18 | $ 18 |
Private Warrants [Member] | Class A Ordinary Shares | Prospective Warrant Redemption [Member] | Minimum [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Newly issued share price | $ 10 | $ 10 |
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] | Apr. 07, 2021USD ($) |
Level 1 [Member] | US Treasury Securities [Member] | |
Assets: | |
Investments held in trust account | $ 977,508,836 |
Public Warrants [Member] | Level 3 [Member] | |
Liabilities: | |
Derivative warrant liabilities | 19,769,110 |
Private Warrants [Member] | Level 3 [Member] | |
Liabilities: | |
Derivative warrant liabilities | $ 15,391,590 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value adjustment of warrants | $ 912,840 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value measurement inputs and valuation techniques (Detail) - Level 3 [Member] | Mar. 31, 2021 | Mar. 18, 2021 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 9.83 | 9.80 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 23.3 | 23 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 6.46 | 6.51 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 1.27 | 1.17 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 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 balances | $ 0 |
Issuance of derivative warrant liabilities | 35,160,700 |
Change in fair value of derivative warrant liabilities | 912,840 |
Derivative warrant liabilities at balances | 36,073,540 |
Public Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities balances | 0 |
Issuance of derivative warrant liabilities | 19,769,110 |
Change in fair value of derivative warrant liabilities | 461,450 |
Derivative warrant liabilities at balances | 20,230,560 |
Private Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities balances | 0 |
Issuance of derivative warrant liabilities | 15,391,590 |
Change in fair value of derivative warrant liabilities | 451,390 |
Derivative warrant liabilities at balances | $ 15,842,980 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements - Restatement of Balance (Detail) - USD ($) | Mar. 31, 2021 | Mar. 18, 2021 | Dec. 31, 2020 | Oct. 01, 2020 | |
Total assets | $ 979,772,405 | $ 981,444,800 | $ 62,863 | ||
Liabilities and stockholders' equity | |||||
Total current liabilities | 486,821 | 2,015,571 | 56,483 | ||
Deferred legal fees | 18,182 | 18,183 | |||
Deferred underwriting commissions | 34,212,500 | 34,212,500 | |||
Derivative warrant liabilities | 36,073,540 | 35,160,700 | |||
Total liabilities | 70,791,043 | 71,406,954 | 56,483 | ||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 903,981,360 | 905,037,840 | |||
Stockholders' equity | |||||
Preferred stock- $0.0001 par value | |||||
Additional paid-in-capital | 7,239,434 | 6,198,414 | 22,556 | ||
Accumulated deficit | (2,242,611) | (1,201,577) | (18,620) | ||
Total stockholders' equity | 5,000,002 | 5,000,006 | 6,380 | $ 0 | |
Total Liabilities and Shareholder's Equity | 979,772,405 | 981,444,800 | 62,863 | ||
Class A Ordinary Shares | |||||
Stockholders' equity | |||||
Common stock value | 735 | 725 | |||
Total stockholders' equity | 735 | 0 | 0 | ||
Class B Ordinary Shares | |||||
Stockholders' equity | |||||
Common stock value | 2,444 | 2,444 | 2,444 | [1],[2] | |
Total stockholders' equity | $ 2,444 | $ 2,444 | $ 0 | ||
As Previously Reported | |||||
Total assets | 981,444,800 | ||||
Liabilities and stockholders' equity | |||||
Total current liabilities | 2,015,571 | ||||
Deferred legal fees | 18,183 | ||||
Deferred underwriting commissions | 34,212,500 | ||||
Total liabilities | 36,246,254 | ||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | 940,198,540 | ||||
Stockholders' equity | |||||
Preferred stock- $0.0001 par value | |||||
Additional paid-in-capital | 5,087,286 | ||||
Accumulated deficit | (90,097) | ||||
Total stockholders' equity | 5,000,006 | ||||
Total Liabilities and Shareholder's Equity | 981,444,800 | ||||
As Previously Reported | Class A Ordinary Shares | |||||
Stockholders' equity | |||||
Common stock value | 373 | ||||
As Previously Reported | Class B Ordinary Shares | |||||
Stockholders' equity | |||||
Common stock value | 2,444 | ||||
Restatement Adjustment | |||||
Liabilities and stockholders' equity | |||||
Derivative warrant liabilities | 35,160,700 | ||||
Total liabilities | 35,160,700 | ||||
Class A common stock, $0.0001 par value; shares subject to possible redemption | (35,160,700) | ||||
Stockholders' equity | |||||
Preferred stock- $0.0001 par value | |||||
Additional paid-in-capital | 1,111,128 | ||||
Accumulated deficit | (1,111,480) | ||||
Restatement Adjustment | Class A Ordinary Shares | |||||
Stockholders' equity | |||||
Common stock value | $ 352 | ||||
[1] | On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5). | ||||
[2] | This number includes up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |