Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Reinvent Technology Partners Y | |
Entity Central Index Key | 0001828108 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40216 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1562265 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 215 Park Avenue | |
Entity Address, Address Line Two | Floor 11 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003 | |
City Area Code | 212 | |
Local Phone Number | 457-1272 | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Trading Symbol | RTPY | |
Entity Common Stock, Shares Outstanding | 97,750,000 | |
Title of 12(b) Security | Class A ordinary share, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,437,500 | |
Units | ||
Document Information [Line Items] | ||
Trading Symbol | RTPYU | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-eighth of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Redeemable warrants | ||
Document Information [Line Items] | ||
Trading Symbol | RTPYW | |
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 501,493 | $ 0 |
Prepaid expenses | 1,324,605 | 6,380 |
Total current assets | 1,826,098 | 6,380 |
Deferred offering costs associated with proposed public offering | 56,483 | |
Investment held in Trust Account | 977,543,775 | |
Total Assets | 979,369,873 | 62,863 |
Current liabilities: | ||
Accounts payable | 27,964 | 23,450 |
Accrued expenses | 323,245 | 33,033 |
Due to related party | 497,675 | |
Total current liabilities | 848,884 | 56,483 |
Deferred legal fees | 18,182 | |
Deferred underwriting commissions | 34,212,500 | |
Derivative warrant liabilities | 38,914,670 | |
Total liabilities | 73,994,236 | 56,483 |
Commitments and Contingencies | ||
Class A ordinary shares, $0.0001 par value; 90,037,563 and 0 shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively | 900,375,630 | |
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 10,845,128 | 22,556 |
Accumulated deficit | (5,848,336) | (18,620) |
Total shareholders' equity | 5,000,007 | 6,380 |
Total Liabilities and Shareholders' Equity | 979,369,873 | 62,863 |
Class A Ordinary Shares | ||
Shareholders' Equity: | ||
Common Stock | 771 | |
Total shareholders' equity | 771 | 0 |
Class B Ordinary Shares | ||
Shareholders' Equity: | ||
Common Stock | 2,444 | 2,444 |
Total shareholders' equity | $ 2,444 | $ 2,444 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Shares subject to possible redemption | $ 0.0001 | $ 10 |
Shares subject to possible redemption | 90,037,563 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 7,712,437 | 0 |
Common stock, shares outstanding | 7,712,437 | 0 |
Class B Ordinary Shares | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 24,437,500 | 24,437,500 |
Common stock, shares outstanding | 24,437,500 | 24,437,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
General and administrative expenses | $ 799,535 | $ 1,008,041 |
Loss from operations | (799,535) | (1,008,041) |
Other income (expense) | ||
Change in fair value of derivative warrant liabilities | (2,841,130) | (3,753,970) |
Financing costs - derivative warrant liabilities | 0 | (1,111,480) |
Unrealized gain on investments held in Trust Account | 34,940 | 43,775 |
Total other income (expense) | (2,806,190) | (4,821,675) |
Net loss | (3,605,725) | (5,829,716) |
Class A Ordinary Shares | ||
Other income (expense) | ||
Unrealized gain on investments held in Trust Account | $ 34,940 | $ 43,775 |
Basic and diluted weighted average shares outstanding | 97,746,081 | 97,746,566 |
Basic and diluted net loss per ordinary share | ||
Class B Ordinary Shares | ||
Other income (expense) | ||
Net loss | $ (3,605,725) | $ (5,829,716) |
Basic and diluted weighted average shares outstanding | 24,437,500 | 23,099,102 |
Basic and diluted net loss per ordinary share | $ (0.16) | $ (0.25) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A Ordinary Shares | Class B Ordinary Shares |
Beginning balance at Dec. 31, 2020 | $ 6,380 | $ 22,556 | $ (18,620) | $ 0 | $ 2,444 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 24,437,500 | |||
Sale of units in initial public offering, less allocation to derivative warrant liabilities | 957,730,890 | 957,721,115 | $ 9,775 | ||
Sale of units in initial public offering, less allocation to derivative warrant liabilities (in shares) | 97,750,000 | ||||
Offering costs | (53,390,327) | (53,390,327) | |||
Excess of cash receipts over the fair value of the private warrants sold to Sponsor | 6,858,410 | 6,858,410 | |||
Shares subject to possible redemption | (903,981,360) | (903,972,320) | $ (9,040) | ||
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 | 7,239,434 | (2,242,611) | $ 735 | $ 2,444 |
Ending balance (in shares) at Mar. 31, 2021 | 7,351,864 | 24,437,500 | |||
Beginning balance at Dec. 31, 2020 | 6,380 | 22,556 | (18,620) | $ 0 | $ 2,444 |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 24,437,500 | |||
Net loss | (5,829,716) | $ (5,829,716) | |||
Ending balance at Jun. 30, 2021 | 5,000,007 | 10,845,128 | (5,848,336) | $ 771 | $ 2,444 |
Ending balance (in shares) at Jun. 30, 2021 | 7,712,437 | 24,437,500 | |||
Beginning balance at Mar. 31, 2021 | 5,000,002 | 7,239,434 | (2,242,611) | $ 735 | $ 2,444 |
Beginning balance (in shares) at Mar. 31, 2021 | 7,351,864 | 24,437,500 | |||
Shares subject to possible redemption | 3,605,730 | 3,605,694 | $ 36 | ||
Shares subject to possible redemption (in shares) | 360,573 | ||||
Net loss | (3,605,725) | (3,605,725) | $ (3,605,725) | ||
Ending balance at Jun. 30, 2021 | $ 5,000,007 | $ 10,845,128 | $ (5,848,336) | $ 771 | $ 2,444 |
Ending balance (in shares) at Jun. 30, 2021 | 7,712,437 | 24,437,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (5,829,716) |
Change in fair value of derivative warrant liabilities | 3,753,970 |
Financing costs - derivative warrant liabilities | 1,111,480 |
Unrealized gain on investments held in Trust Account | (43,775) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,318,225) |
Accounts payable | 27,964 |
Accrued expenses | 53,396 |
Due to related party | 497,675 |
Net cash used in operating activities | (1,747,231) |
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 | (19,706,097) |
Net cash provided by financing activities | 979,748,724 |
Net increase in cash | 501,493 |
Cash - beginning of the period | 0 |
Cash - end of the period | 501,493 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accrued expenses | 236,816 |
Offering costs paid by related party under promissory note | 295,179 |
Deferred legal fees | 18,182 |
Deferred underwriting commissions | 34,212,500 |
Initial 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 | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation Reinvent Technology Partners 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. On June 21, 2021, RTPY Merger Sub Inc. (“Merger Sub”), a Delaware corporation and a direct wholly-owned subsidiary of the Company, was formed. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). All activity for the period from October 2, 2020 (inception) through June 30, 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 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 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 to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares are recorded at a redemption value and classified as temporary equity upon and following the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which were adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to the Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares and any Public Shares purchased by them during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. 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 Sponsor and the Company’s 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 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s condensed consolidated 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 June 30, 2021, the Company had approximately $501,500 in its operating bank account and working capital of approximately $977,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, 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 repaid the Note in full in March 2021 with proceeds from the Initial Public Offering. 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 June 30, 2021 , there were 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 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company had 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. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated 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 gain on investments held in Trust Account in the accompanying unaudited condensed consolidated statements 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 condensed consolidated 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 condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in the Initial Public Offering (the “Public Warrants” and together with the Private Placement Warrants, the “Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of the Public Warrants have subsequently been measured based on the listed market price of such warrants. The fair value of the Public Warrants as of June 30, 2021 is based on observable listed prices for such warrants. Derivative warrant liabilities are classified as non-current 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 480. 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 June 30, 2021 and December 31, 2020, 90,037,563 and 0, respectively, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. 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 upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated 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 consolidated statements 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 available to be withdrawn from the Trust Account, by the weighted average number of Class A ordinary shares outstanding for the period. Net income (loss) per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income (loss), less net income (loss) attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the period. The basic and diluted income per common share is calculated as follows: For the three months For the six months Class A ordinary shares Numerator: Earnings allocable to Class A ordinary shares Unrealized gain on investments held in Trust Account $ 34,940 $ 43,775 Less: Company’s portion available to be withdrawn to pay taxes $ (34,940 ) $ (43,775 ) Net income attributable to Class A ordinary shares $ — $ — Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding 97,746,081 97,746,566 Basic and diluted net income per share $ — $ — Class B ordinary shares Numerator: Net Loss minus Net Earnings allocable to Class A ordinary shares Net loss $ (3,605,725 ) $ (5,829,716 ) Net income allocable to Class A ordinary shares — — Net loss allocable to Class B ordinary shares $ (3,605,725 ) $ (5,829,716 ) Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 24,437,500 23,099,102 Basic and diluted net loss per share, Class B ordinary shares $ (0.16 ) $ (0.25 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt (Subtopic 470-20) and (Subtopic 815-40): Accounting Equity” (“ASU 2020-06”), which ASU 2020-06 on The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [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 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4—Private Placement Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 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 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On October 7, 2020, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 2,875,000 Class B 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, 30-trading Related Party Loans On October 7, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest under the Note. The Company partially repaid the Note in full in March 2021 with proceeds from the Initial Public Offering. 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 June 30, 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”) per year for support and administrative services, as well as reimburse Reinvent Capital for any out-of-pocket Company recognized approximately $390,600 and $468,800 in the condensed consolidated statement of operations for the three and six months ended June 30, 2021, the balance of approximately $468,800 is included in Due to related party on the unaudited condensed consolidated balance sheet at June 30, 2021. 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 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 June 30, 2021, the Company recorded deferred legal fees of approximately $ 18,000 Merger Agreement On July 14, 2021, the Company entered into the Merger Agreement (as defined in Note 10) with Aurora (as defined in Note 10) and Merger Sub. The transactions contemplated by the Merger Agreement are described in more detail in Note 10. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7—Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares 24,437,500 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 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 8—Derivative Warrant Liabilities As of June 30, 2021 and December 31, 2020, 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 governing the Warrants (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 related to the Initial Public Offering 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, Redemption of W Once the W W • in whole and not in part; • at a price of $0.01 per W • upon not less than 30 days’ prior written notice of redemption to each W • if, and only if, the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading W 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 W W • 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 W W W 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 977,543,775 $ — $ — Liabilities: Derivative warrant liabilities – public warrants $ 22,008,700 $ — $ — Derivative warrant liabilities – private warrants $ — $ — $ 16,905,970 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in May 2021, when the Public Warrants were separately listed and traded. 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 and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each subsequent measurement date. For the three and six months ended June 30, 2021, the Company recognized a charge to the condensed consolidated statement of operations resulting from an increase in the fair value of liabilities of approximately $ million and $ million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying condensed consolidated statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was 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 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 Stock price $ 9.89 Volatility 22.8 % Expected life of the options to convert 6.21 Risk-free rate 1.07 % Dividend yield — The change in the fair value of the Level 3 derivative warrant liabilities for three months ended June 30, 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 Transfer of Public Warrants to (22,008,700 ) — (22,008,700 ) Change in fair value of derivative warrant liabilities 2,239,590 1,514,380 3,753,970 Derivative warrant liabilities at June 30, 2021 $ — $ 16,905,970 $ 16,905,970 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date these condensed consolidated financial statements were issued, require potential adjustment to or disclosure in these condensed consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed, including the following items. Aurora Business Combination On July 14, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aurora Innovation, Inc., a Delaware corporation (“Aurora”), and Merger Sub. The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Aurora Business Combination”): • at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Merger Sub will merge with and into Aurora, the separate corporate existence of Merger Sub will cease and Aurora will be the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”); • upon the effective time of the Domestication (defined below), the Company will immediately be renamed “Aurora Innovation, Inc.” (after the Domestication, the Company is referred to as “Aurora Innovation”); • as a result of the Merger, among other things, all outstanding shares of Aurora capital stock will be cancelled in exchange for the right to receive shares of Aurora Innovation Class A common stock (at a deemed value of $10.00 per share) and shares of Aurora Innovation Class B common stock (at a deemed value of $ 10.00 a pre-transaction equity ten votes • as a result of the Merger, all outstanding Aurora equity awards outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Aurora Innovation Class A common stock. Prior to the Closing, subject to the approval of the Company’s shareholders, and in accordance with the DGCL, Cayman Islands Companies Act (as revised) (the “CICA”) and the Company’s Amended and Restated Memorandum and Articles of Association, the Company will effect a deregistration under the CICA and a domestication under Section 388 of the DGCL, pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, (i) each of the then issued and outstanding Class A ordinary shares will convert automatically, on a one-for-one basis, a one-for-one basis, a one-for-one basis, and one-eighth of On July 14, 2021, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors, pursuant to, and on the terms and subject to the conditions of which, such investors have collectively subscribed for 100 million shares of Aurora Innovation Class A common stock for an aggregate purchase price equal to $1 billion (the “PIPE Investment”). The PIPE Investment will be consummated substantially concurrently with the Closing. On July 14, 2021, the Company entered into the Sponsor Agreement (the “Sponsor Agreement”) with the Sponsor and Aurora, pursuant to which the parties thereto agreed, among other things, that (i) in the event that more than 22.5% of the outstanding Class A ordinary shares are redeemed, and the Sponsor, any affiliate of the Sponsor or any other person arranged by the Sponsor has not provided backstop or alternative financing to replace such redemptions above the 22.5 and lock-up terms, the 30 trading-day period ending The consummation of the proposed Aurora Business Combination is subject to certain conditions as further described in the Merger Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or for any future period. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s condensed consolidated 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 June 30, 2021, the Company had approximately $501,500 in its operating bank account and working capital of approximately $977,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, 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 repaid the Note in full in March 2021 with proceeds from the Initial Public Offering. 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 June 30, 2021 , there were 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 |
Risk and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
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 Corporation coverage limit of $250,000. As of June 30, 2021 and December 31, 2020, the Company had 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. The Company had no cash equivalents as of June 30, 2021 and December 31, 2020. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated 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 gain on investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated 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 condensed consolidated 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 condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. |
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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in the Initial Public Offering (the “Public Warrants” and together with the Private Placement Warrants, the “Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at each measurement date. The fair value of the Public Warrants have subsequently been measured based on the listed market price of such warrants. The fair value of the Public Warrants as of June 30, 2021 is based on observable listed prices for such warrants. Derivative warrant liabilities are classified as non-current |
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 480. 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 June 30, 2021 and December 31, 2020, 90,037,563 and 0, respectively, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. |
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 upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 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 consolidated statements 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 available to be withdrawn from the Trust Account, by the weighted average number of Class A ordinary shares outstanding for the period. Net income (loss) per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income (loss), less net income (loss) attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the period. The basic and diluted income per common share is calculated as follows: For the three months For the six months Class A ordinary shares Numerator: Earnings allocable to Class A ordinary shares Unrealized gain on investments held in Trust Account $ 34,940 $ 43,775 Less: Company’s portion available to be withdrawn to pay taxes $ (34,940 ) $ (43,775 ) Net income attributable to Class A ordinary shares $ — $ — Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding 97,746,081 97,746,566 Basic and diluted net income per share $ — $ — Class B ordinary shares Numerator: Net Loss minus Net Earnings allocable to Class A ordinary shares Net loss $ (3,605,725 ) $ (5,829,716 ) Net income allocable to Class A ordinary shares — — Net loss allocable to Class B ordinary shares $ (3,605,725 ) $ (5,829,716 ) Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 24,437,500 23,099,102 Basic and diluted net loss per share, Class B ordinary shares $ (0.16 ) $ (0.25 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt (Subtopic 470-20) and (Subtopic 815-40): Accounting Equity” (“ASU 2020-06”), which ASU 2020-06 on The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (loss) Per Common Share | For the three months For the six months Class A ordinary shares Numerator: Earnings allocable to Class A ordinary shares Unrealized gain on investments held in Trust Account $ 34,940 $ 43,775 Less: Company’s portion available to be withdrawn to pay taxes $ (34,940 ) $ (43,775 ) Net income attributable to Class A ordinary shares $ — $ — Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding 97,746,081 97,746,566 Basic and diluted net income per share $ — $ — Class B ordinary shares Numerator: Net Loss minus Net Earnings allocable to Class A ordinary shares Net loss $ (3,605,725 ) $ (5,829,716 ) Net income allocable to Class A ordinary shares — — Net loss allocable to Class B ordinary shares $ (3,605,725 ) $ (5,829,716 ) Denominator: weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 24,437,500 23,099,102 Basic and diluted net loss per share, Class B ordinary shares $ (0.16 ) $ (0.25 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of assets that are measured at fair value on a recurring basis | Description Quoted Prices in Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund $ 977,543,775 $ — $ — Liabilities: Derivative warrant liabilities – public warrants $ 22,008,700 $ — $ — Derivative warrant liabilities – private warrants $ — $ — $ 16,905,970 |
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 Stock price $ 9.89 Volatility 22.8 % Expected life of the options to convert 6.21 Risk-free rate 1.07 % 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 June 30, 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 Transfer of Public Warrants to (22,008,700 ) — (22,008,700 ) Change in fair value of derivative warrant liabilities 2,239,590 1,514,380 3,753,970 Derivative warrant liabilities at June 30, 2021 $ — $ 16,905,970 $ 16,905,970 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Details) - USD ($) | Mar. 18, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Date of incorporation of the company | Oct. 2, 2020 | ||
Proceeds from initial public offering | $ 977,500,000 | ||
Adjustment to additional paid in capital stock issuance costs | $ 53,390,327 | ||
Proceeds from warrant issue | $ 22,300,000 | 22,250,000 | |
Payment to acquire restricted investments | $ 977,500,000 | $ 977,500,000 | |
Restricted investment value per share | $ 10 | ||
Term Of Restricted Investments | 185 days | 185 days | |
Minimum networth to effect a business combination | $ 5,000,001 | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | ||
Period within which business combination must be completed from the date of closure of initial public offering | 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 | ||
Period within which the public shares shall be redeemed | 10 days | ||
Provision for working capital needs | $ 701,250 | ||
Expenses payable on liquidation | $ 100,000 | ||
Per share amount to be maintained in the trust account | $ 10 | ||
Deferred Legal Fees | $ 18,182 | ||
Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Acquires assets as a percentage of net market value of assets held in trust account | 80.00% | ||
Equity method investment ownership percentage | 50.00% | ||
Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Sale of stock issue price per share | $ 10 | ||
Proceeds from initial public offering | $ 977,500,000 | ||
Adjustment to additional paid in capital stock issuance costs | 54,500,000 | ||
Deferred underwriting commissions | 34,200,000 | ||
Deferred Legal Fees | $ 18,000 | ||
IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Sale of stock issue price per share | $ 10 | ||
Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Provision for working capital needs | $ 701,250 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock shares issued during the period new issues | 12,750,000 | ||
Common Class A [Member] | IPO [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock shares issued during the period new issues | 97,750,000 | ||
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 | ||
Class of warrants or rights warrants issue price per unit | $ 2.50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Mar. 18, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Line Items] | |||
Term of restricted investments | 185 days | 185 days | |
Accrued interest and penalties on unrecognized tax benefits | $ 0 | ||
Provision for working capital needs | 701,250 | ||
Loan amount | 295,000 | ||
Working capital loan outstanding amount | 0 | ||
Cash equivalents | 0 | $ 0 | |
Liquidity [Member] | |||
Accounting Policies [Line Items] | |||
Amount held at bank | 501,500 | ||
Working capital amount | 977,000 | ||
Proceeds from capital contribution | $ 25,000 | ||
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 | 90,037,563 | 0 | |
Provision for working capital needs | $ 701,250 | ||
IPO [Member] | |||
Accounting Policies [Line Items] | |||
Offering costs expensed | 1,100,000 | ||
Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Cash insured with federal deposit insurance corporation | $ 250,000 | $ 250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (loss) Per Common Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Numerator: Earnings allocable to Class A ordinary shares | |||
Unrealized gain on investments held in Trust Account | $ 34,940 | $ 43,775 | |
Numerator: Net Loss minus Net Earnings allocable to Class A ordinary shares | |||
Net loss allocable to Class B ordinary shares | (3,605,725) | $ (2,223,991) | (5,829,716) |
Class A Ordinary Shares | |||
Numerator: Earnings allocable to Class A ordinary shares | |||
Unrealized gain on investments held in Trust Account | 34,940 | 43,775 | |
Less: Company's portion available to be withdrawn to pay taxes | $ (34,940) | $ (43,775) | |
Denominator: Weighted average Class ordinary shares | |||
Basic and diluted weighted average shares outstanding | 97,746,081 | 97,746,566 | |
Basic and diluted net income per share | |||
Class B Ordinary Shares | |||
Numerator: Net Loss minus Net Earnings allocable to Class A ordinary shares | |||
Net loss | $ (3,605,725) | $ (5,829,716) | |
Net loss allocable to Class B ordinary shares | $ (3,605,725) | $ (5,829,716) | |
Denominator: Weighted average Class ordinary shares | |||
Basic and diluted weighted average shares outstanding | 24,437,500 | 23,099,102 | |
Basic and diluted net income per share | $ (0.16) | $ (0.25) |
Initial Public Offering -Additi
Initial Public Offering -Additional Information (Details) - USD ($) | Mar. 18, 2021 | Jun. 30, 2021 |
Initial Public Offering Details [Line Items] | ||
Warrants to be issued, description | Each Unit consists of one Class A ordinary share and one-eighth of one redeemable 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). | |
Deferred Legal Fees | $ 18,182 | |
IPO [Member] | ||
Initial Public Offering Details [Line Items] | ||
Issuance of initial public offering (in Shares) | 97,750,000 | |
Sale of price per share (in Dollars per share) | $ 10 | |
Gross proceeds | $ 977,500,000 | |
Offering cost | 54,500,000 | |
Deferred underwriting commissions | $ 34,200,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering Details [Line Items] | ||
Issuance of initial public offering (in Shares) | 12,750,000 | |
Sale of price per share (in Dollars per share) | $ 10 | |
Gross proceeds | $ 977,500,000 | |
Deferred underwriting commissions | 34,200,000 | |
Deferred Legal Fees | $ 18,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 18, 2021 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants or rights exercise price | $ 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 | |
Class of warrants or rights warrants issue price per unit | $ 2.50 | |
Proceeds from warrant issue | $ 22.3 | |
Class of warrants or rights exercise price | $ 11.50 | |
Class of warrant or rights number of shares covered by each warrant or right | 1 | |
Class of warrants or rights lock in period | 30 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Feb. 10, 2021 | Oct. 07, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Loan amount | $ 295,000 | $ 295,000 | |||
Provision for working capital | 701,250 | 701,250 | |||
Cash Paid From Sponsor | $ 25,000 | ||||
Aggregate shares held by Sponsor (in Shares) | 3,187,500 | ||||
Related Party Loan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan amount | $ 295,000 | $ 295,000 | |||
Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lock in period of shares | 1 year | ||||
Share price | $ 12 | $ 12 | |||
Number of specific trading days for determining share price | 20 days | ||||
Total number of trading days for determining the share price | 30 days | ||||
Waiting time after which share price is considered | 150 days | ||||
Issued and outstanding shares, percentage | 20.00% | ||||
Common stock shares oustanding | 24,437,500 | ||||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | $ 28,900 | $ 28,900 | |||
Fouder shares issued to directors (in Shares) | 30,000 | ||||
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 | |||
Sponsor [Member] | Related Party Loan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument face value | $ 300,000 | ||||
Reinvent Capital [Member] | Support Services Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Support service fee | $ 1,875,000 | ||||
Related party transaction expenses recognized | $ 390,600 | 468,800 | |||
Reimbursable expenses incurred | 83,200 | 94,300 | |||
Reinvent Capital [Member] | Support Services Agreement [Member] | Due to Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Prepaid expenses related party | $ 468,800 | $ 468,800 | |||
Class B Ordinary Shares | |||||
Related Party Transaction [Line Items] | |||||
Ordinary shares received (in Shares) | 2,875,000 | ||||
Common stock shares oustanding | 24,437,500 | 24,437,500 | 24,437,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Additional sale of stock | shares | 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 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 | Oct. 07, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Feb. 10, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Percentage of the shares issuable on the percentage of the total paid up share capital | 20.00% | ||||
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 | |||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares, issued | 7,712,437 | 0 | |||
Common stock, shares, outstanding | 7,712,437 | 0 | |||
Common stock shares voting rights | one vote | ||||
Shares subject to possible redemption | 90,037,563 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | 97,750,000 | ||||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock, shares, issued | 24,437,500 | 24,437,500 | |||
Common stock, shares, outstanding | 24,437,500 | 24,437,500 | |||
Common stock shares voting rights | one vote | ||||
Issuance of Class B ordinary shares to Sponsor | 2,875,000 | ||||
Proposed offering, percentage | 20.00% | ||||
Common stock subject to forfeiture during the period shares | 3,187,500 | ||||
Common Class B [Member] | Effect of Share Recapitalization [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares, outstanding | 24,437,500 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights exercise price | $ 11.50 | |
Class of warrants or rights term | 5 years | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights outstanding | 12,218,750 | 12,218,750 |
Period after business combination within which securities must be registered | 15 days | |
Period after business combination within which registration must be effective | 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] | Common Class A [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Sale of stock issue price per share | $ 9.20 | |
Proceeds from capital raising from business combination as a percentage of total proceeds | 60.00% | |
Number of consecutive trading days | 20 days | |
Volume weighted average trading price of shares | $ 9.20 | |
Public Warrants [Member] | Common Class A [Member] | Prospective Warrant Redemption [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights redemption price per unit of warrant | $ 0.01 | |
Public Warrants [Member] | Redemption Trigger Price One [Member] | Common Class A [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Exercise price of warrants as a percentage of newly issued share price | 115.00% | |
Newly issued share price | $ 18 | |
Public Warrants [Member] | Redemption Trigger Price One [Member] | Common Class A [Member] | Prospective Warrant Redemption [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Notice period to be given to warrant holders before redemption | 30 days | |
Total number of trading days in determining the share price | 30 days | |
Public Warrants [Member] | Redemption Trigger Price Two [Member] | Common Class A [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Exercise price of warrants as a percentage of newly issued share price | 180.00% | |
Newly issued share price | $ 10 | |
Public Warrants [Member] | Redemption Trigger Price Two [Member] | Common Class A [Member] | Prospective Warrant Redemption [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights redemption price per unit of warrant | $ 0.10 | |
Total number of trading days in determining the share price | 30 days | |
Number of trading days for share price determination | 20 days | |
Public Warrants [Member] | After Completion of Business Combination [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Public warrants period after which they are excercisable | 30 days | |
Private Warrants [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Class of warrants or rights outstanding | 8,900,000 | 8,900,000 |
Private Warrants [Member] | Common Class A [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Lock in period of warrants | 30 days | |
Private Warrants [Member] | Common Class A [Member] | Prospective Warrant Redemption [Member] | Maximum [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Newly issued share price | $ 18 | |
Private Warrants [Member] | Common Class A [Member] | Prospective Warrant Redemption [Member] | Minimum [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
Newly issued share price | $ 10 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets that are measured at fair value on a recurring basis (Details) - Fair Value, Recurring [Member] | Jun. 30, 2021USD ($) |
Level 1 [Member] | US Treasury Securities [Member] | |
Assets: | |
Investments held in trust account | $ 977,543,775 |
Public Warrants [Member] | Level 1 [Member] | |
Liabilities: | |
Derivative warrant liabilities | 22,008,700 |
Private Warrants [Member] | Level 3 [Member] | |
Liabilities: | |
Derivative warrant liabilities | $ 16,905,970 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair value adjustment of warrants | $ 2,841,130 | $ 3,753,970 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value measurement inputs and valuation techniques (Details) - Fair Value, Inputs, Level 3 [Member] | Jun. 30, 2021 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 9.89 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 22.8 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 6.21 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 1.07 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of fair value of the derivative warrant liabilities (Detail) - Warrants [Member] | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities balances | |
Issuance of derivative warrant liabilities | 35,160,700 |
Transfer of Public Warrants to Level 1 | (22,008,700) |
Change in fair value of derivative warrant liabilities | 3,753,970 |
Derivative warrant liabilities at balances | 16,905,970 |
Public Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities balances | |
Issuance of derivative warrant liabilities | 19,769,110 |
Transfer of Public Warrants to Level 1 | (22,008,700) |
Change in fair value of derivative warrant liabilities | 2,239,590 |
Derivative warrant liabilities at balances | |
Private Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative warrant liabilities balances | |
Issuance of derivative warrant liabilities | 15,391,590 |
Change in fair value of derivative warrant liabilities | 1,514,380 |
Derivative warrant liabilities at balances | $ 16,905,970 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jul. 14, 2021 | Oct. 07, 2020 | Mar. 31, 2021 | Jun. 30, 2021 |
Subsequent Event [Line Items] | ||||
Stock issued during period, value, new issues | $ 957,730,890 | |||
Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares voting rights | one vote | |||
Number of shares issued in transaction | 97,750,000 | |||
Stock issued during period, value, new issues | $ 9,775 | |||
Common Class B [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock shares voting rights | one vote | |||
Number of shares issued in transaction | 2,875,000 | |||
Subsequent Event [Member] | Sponsor Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of threshold class A ordinary shares redemption | 22.50% | |||
Subsequent Event [Member] | Sponsor Agreement [Member] | Redemption of aurora innovation class warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of trading days for determining the share price | 20 days | |||
Number of consecutive trading days for determining the share price | 30 days | |||
Share price | $ 18 | |||
Subsequent Event [Member] | Aurora Innovation Inc [Member] | Merger Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Pre-transaction equity value | $ 11,000,000,000 | |||
Subsequent Event [Member] | Common Class A [Member] | Aurora Innovation Inc [Member] | Pipe Investment [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued in transaction | 100,000,000 | |||
Stock issued during period, value, new issues | $ 1,000,000,000 | |||
Subsequent Event [Member] | Common Class A [Member] | Aurora Innovation Inc [Member] | Conversion in to share of aurora innovation class A common stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, conversion basis | one-for-one | |||
Warrant conversion basis | one-for-one basis | |||
Unit conversion basis | one-for-one basis, and one-eighth of one Aurora Innovation Class A common stock. | |||
Subsequent Event [Member] | Common Class A [Member] | Aurora Innovation Inc [Member] | Merger Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Business combination, per share | $ 10 | |||
Common stock shares voting rights | ten votes | |||
Subsequent Event [Member] | Common Class B [Member] | Aurora Innovation Inc [Member] | Conversion in to share of aurora innovation class A common stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, conversion basis | one-for-one | |||
Subsequent Event [Member] | Common Class B [Member] | Aurora Innovation Inc [Member] | Merger Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Business combination, per share | $ 10 | |||
Common stock shares voting rights | one vote |