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Ares Acquisition (AAC)

Cover Page

Cover Page - shares3 Months Ended
Mar. 31, 2021May 12, 2021
Entity Information [Line Items]
Document Type10-Q
Document Quarterly Reporttrue
Document Period End DateMar. 31,
2021
Document Transition Reportfalse
Entity Registrant NameARES ACQUISITION CORPORATION
Entity Incorporation, State or Country CodeE9
Entity File Number001-39972
Entity Tax Identification Number98-1538872
Entity Address, Address Line One245 Park Avenue, 44th Floor
Entity Address, City or TownNew York
Entity Address, State or ProvinceNY
Entity Address, Postal Zip Code10167
City Area Code310
Local Phone Number201-4100
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Shell Companytrue
Entity Central Index Key0001829432
Current Fiscal Year End Date--12-31
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ1
Amendment Flagfalse
Entity Ex Transition Periodfalse
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one fifth of one redeemable warrant
Entity Information [Line Items]
Title of 12(b) SecurityUnits, each consisting of one Class A Ordinary Share, $0.0001 par value, and one fifth of one redeemable warrant
Trading SymbolAAC.U
Security Exchange NameNYSE
Class A Ordinary Shares
Entity Information [Line Items]
Title of 12(b) SecurityClass A Ordinary Shares included as part of the units
Trading SymbolAAC
Security Exchange NameNYSE
Entity Common Stock, Shares Outstanding100,000,000
Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Entity Information [Line Items]
Title of 12(b) SecurityRedeemable warrants, included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading SymbolAAC WS
Security Exchange NameNYSE
Class B Ordinary Shares
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding25,000,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)Mar. 31, 2021Dec. 31, 2020
Current assets:
Cash $ 1,190,693 $ 0
Prepaid expenses925,360 0
Deferred offering costs0 523,475
Total current assets2,116,053 523,475
Investments held in Trust Account1,000,040,379 0
Total assets1,002,156,432 523,475
Current liabilities
Accrued expenses164,076 364,935
Accrued expenses - related party27,435 0
Promissory note - related party0 147,385
Total current liabilities191,511 512,320
Warrant liabilities[1]31,040,535 0
Deferred underwriting commissions35,000,000 0
Total liabilities66,232,046 512,320
Commitments and contingencies
Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding0 0
Additional paid-in capital(15,369,844)22,500
Retained earnings (accumulated deficit)20,366,659 (13,845)
Total shareholders’ equity5,000,006 11,155 [2]
Total Liabilities and Shareholders’ Equity1,002,156,432 523,475
Class A Ordinary Shares Subject To Redemotion
Current liabilities
Class A ordinary shares, $0.0001 par value; 93,092,438 and 0 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively930,924,380 0
Class A Ordinary Shares
Shareholders’ Equity
Common stock691 0
Class B Ordinary Shares
Shareholders’ Equity
Common stock[3] $ 2,500 $ 2,500
[1]In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants, the Company is restating its previously issued balance sheet dated February 4, 2021, filed on Form 8-K on February 10, 2021, in this Quarterly Report. The impact to the balance sheet resulted in a $55.4 million increase to the warrant liabilities line item and offsetting decrease to the Class A ordinary shares subject to possible redemption line item as of February 4, 2021 (see Note 2). Prospectively, the Company will adjust the instruments to fair value at each reporting period and the liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations.
[2]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.
[3]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)Mar. 31, 2021Dec. 31, 2020
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares)1,000,000 1,000,000
Preferred stock, shares issued (in shares)0 0
Preferred stock, shares outstanding (in shares)0 0
Warrant liabilities[1] $ 31,040,535 $ 0
Class A Ordinary Shares Subject To Redemotion
Temporary equity, par value (in dollars per share) $ 0.0001 $ 0.0001
Temporary equity, shares outstanding (in shares)93,092,438 0
Temporary equity, shares issued (in dollars per share)93,092,438 0
Temporary equity, redemption price (in dollars per share) $ 10 $ 10
Class A Ordinary Shares
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares issued (in shares)6,907,562 0
Common stock, shares outstanding (in shares)6,907,562 0
Common stock, shares authorized (in shares)300,000,000 300,000,000
Class B Ordinary Shares
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares issued (in shares)25,000,000 25,000,000 [2]
Common stock, shares outstanding (in shares)25,000,000 25,000,000 [2]
Common stock, shares authorized (in shares)30,000,000 30,000,000
[1]In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants, the Company is restating its previously issued balance sheet dated February 4, 2021, filed on Form 8-K on February 10, 2021, in this Quarterly Report. The impact to the balance sheet resulted in a $55.4 million increase to the warrant liabilities line item and offsetting decrease to the Class A ordinary shares subject to possible redemption line item as of February 4, 2021 (see Note 2). Prospectively, the Company will adjust the instruments to fair value at each reporting period and the liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations.
[2]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)2 Months Ended3 Months Ended
Mar. 31, 2020Mar. 31, 2021
General and administrative expenses $ 112,317 $ 2,352,640
Loss from operations(112,317)(2,352,640)
Investment income earned on investment held in Trust Account0 40,379
Offering costs associated with warrants recorded as liabilities0 (1,674,648)
Change in fair value of warrant liabilities0 24,367,413
Total other income0 22,733,144
Net income (loss) $ (112,317) $ 20,380,504
Class A Ordinary Shares
Basic weighted average shares outstanding (in shares)0 100,000,000
Diluted weighted average shares outstanding (in shares)0 100,000,000
Basic net income per share (in dollars per share) $ 0 $ 0
Diluted net income per share (in dollars per share) $ 0 $ 0
Class B Ordinary Shares
Basic weighted average shares outstanding (in shares)0 25,000,000
Diluted weighted average shares outstanding (in shares)0 25,000,000
Basic net income per share (in dollars per share) $ 0 $ 0.81
Diluted net income per share (in dollars per share) $ 0 $ 0.81

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - USD ($)TotalAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Class A Ordinary Shares Subject To RedemotionClass A Ordinary Shares Subject To RedemotionCommon StockClass A Ordinary Shares Subject To RedemotionAdditional Paid-in CapitalClass A Ordinary SharesClass A Ordinary SharesCommon StockClass B Ordinary SharesClass B Ordinary SharesCommon Stock
Beginning Balance (in shares) at Jan. 23, 20200 0
Beginning Balance at Jan. 23, 2020 $ 0 $ 0 $ 0 $ 0 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)(112,317)(112,317)
Ending Balance (in shares) at Mar. 31, 20200 0
Ending Balance at Mar. 31, 2020(112,317)0 (112,317) $ 0 $ 0
Beginning Balance (in shares) at Dec. 31, 20200 0 0 [1]25,000,000 [2]25,000,000 [1]
Beginning Balance at Dec. 31, 2020[1]11,155 22,500 (13,845) $ 0 $ 2,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance (in shares)100,000,000
Sale of Units in initial public offering, net of underwriter commissions, offering expenses and fair value of warrants915,532,727 915,522,727 $ 10,000
Shares subject to possible redemption (in shares)(93,092,438)
Shares subject to possible redemption $ (930,924,380) $ (9,309) $ (930,915,071)
Net income (loss)20,380,504 20,380,504
Ending Balance (in shares) at Mar. 31, 20216,907,562 6,907,562 25,000,000 25,000,000
Ending Balance at Mar. 31, 2021 $ 5,000,006 $ (15,369,844) $ 20,366,659 $ 691 $ 2,500
[1]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.
[2]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)2 Months Ended3 Months Ended
Mar. 31, 2020Mar. 31, 2021
Cash flows from operating activities:
Net income (loss) $ (112,317) $ 20,380,504
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on investment held in Trust Account0 (40,379)
Offering costs associated with warrants recorded as liabilities0 1,674,648
Change in fair value of warrant liabilities0 (24,367,413)
Compensation expense associated with sale of Private Placement Warrants0 2,146,129
Changes in operating assets and liabilities
Prepaid expenses0 (925,360)
Accrued expenses112,317 75,155
Accrued expenses - related party0 12,500
Net cash used in operating activities0 (1,044,216)
Cash flows from investing activities:
Cash deposited in Trust Account0 (1,000,000,000)
Net cash used in investment activities0 (1,000,000,000)
Cash flows from financing activities:
Proceeds received from initial public offering, gross0 1,000,000,000
Proceeds received from sale of private placement warrants0 23,000,000
Payment of underwriter commissions0 (20,000,000)
Payment of offering costs0 (765,091)
Net cash provided by financing activities0 1,002,234,909
Net change in cash0 1,190,693
Cash – beginning of period0 0
Cash – end of period0 1,190,693
Supplemental disclosure of non-cash activities
Accrued offering costs charged to additional paid-in capital0 103,855
Deferred underwriter’s commissions charged to additional paid-in capital in connection with the initial public offering0 35,000,000
Initial classification of Class A ordinary shares subject to possible redemption0 906,835,122
Change in value of Class A ordinary shares subject to possible redemption $ 0 $ 24,089,258

ORGANIZATION

ORGANIZATION3 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATIONORGANIZATION Ares Acquisition Corporation (the “Company”) was incorporated in Cayman Islands on January 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular or geographic region for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 24, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) described below and since the closing of the initial public offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on February 1, 2021. On February 4, 2021, the Company consummated its Initial Public Offering of 100,000,000 (the “Units” and, with respect to the shares Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, including 13,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, which is discussed in Note 4, generating gross proceeds of $1.0 billion, and incurring offering costs of approximately $55.9 million, of which $35.0 million was for deferred underwriting commissions (see Note 6). Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 15,333,333 warrants (the “Private Placement Warrants”), including 1,733,333 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $23.0 million, in a private placement to the Sponsor (see Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $1.0 billion ($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”) located in the United States and invested in 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 in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the consummation of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to convert their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its 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 (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct conversion pursuant to the tender offer rules, the 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 converting its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The initial shareholders have agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (ii) not to propose an amendment to (a) modify 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 the Company’s Public Shares if the Company does not complete a Business Combination by the Combination Period (as defined below) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until February 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less $100,000 of interest to pay dissolution expenses), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 5) 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 Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all material vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three months ended March 31, 2021 and for the period January 24, 2020 (inception) through March 31, 2020 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 10, 2021 and February 3, 2021, respectively Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonable possible that the virus could have a negative effect on the Company's financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of March 31, 2021, the Company had approximately $1.2 million in its operating bank account and investments held in the Trust Account of $1.0 billion consisting of cash and U.S. government securities. Interest income on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $100,000 of any dissolution expenses. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, a loan of $278,085 from the Sponsor pursuant to the Promissory Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Promissory Note in full on February 4, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT3 Months Ended
Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTRESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on February 4, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet based on the application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on February 4, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of February 4, 2021 (the “Affected Period”) should be restated because of a misapplication in the guidance around accounting for the Public and Private Placement warrants to purchase common stock (collectively the “Warrants”) and should no longer be relied upon. As such, the Company is restating its financial statements for that affected period included in this Quarterly Report. Impact of the Restatement The impact of the restatement on the balance sheet for the Affected Period is presented below. As of February 4, 2021 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 1,002,711,615 $ — $ 1,002,711,615 Liabilities and shareholders’ equity Total current liabilities 468,536 — 468,536 Warrant liabilities — 55,407,948 55,407,948 Deferred underwriting commissions 35,000,000 — 35,000,000 Total liabilities 35,468,536 55,407,948 90,876,484 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 962,243,070 (55,407,948) $ 906,835,122 Shareholders’ Equity Preference $0.0001 shares, par value — — — Class A ordinary shares, $0.0001 par value 378 554 932 Class B ordinary shares, $0.0001 par value 2,501 — 2,501 Additional paid-in capital 5,010,975 3,814,155 8,825,130 Accumulated deficit (13,845) (3,814,709) (3,828,554) Total shareholders’ equity 5,000,009 — 5,000,009 Total Liabilities and Shareholders’ Equity $ 1,002,711,615 $ — $ 1,002,711,615

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of these financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income earned on investment held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. At March 31, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, accrued expenses related party and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. 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 in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between stockholders’ equity and expense. The portion of offering costs allocated to the Class A ordinary shares has been charged to shareholders’ equity. The portion of offering costs allocated to the Public Warrants has been charged to expense. Offering costs totaled $55.9 million (consisting of $20.0 million of underwriting fees, $35.0 million of deferred underwriting fees and $0.9 million of other offering costs), of which $1.7 million was charged to expense and $54.2 million was charged to shareholders’ equity upon completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021, 93,092,438 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets. At December 31, 2020, there were no Class A ordinary shares subject to possible redemption. Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company has 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 March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. 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 35,333,333 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statements of operations include a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares is calculated by dividing the investment income earned on investments held in Trust Account for the period from January 1, 2021 through March 31, 2021, by the weighted average number of Class A ordinary shares outstanding for the period. Net income per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. For the period January 24, 2020 (inception) through March 31, 2020, the Company did not have any Class A and Class B ordinary shares outstanding. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 20,000,000 Public Warrants and 15,333,333 Private Placement Warrants as warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement has been estimated using an option pricing model at each measurement date. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING3 Months Ended
Mar. 31, 2021
Equity [Abstract]
INITIAL PUBLIC OFFERINGINITIAL PUBLIC OFFERINGOn February 4, 2021, the Company consummated its Initial Public Offering of its 100,000,000 Units, including 13,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $1.0 billion, and incurring offering costs of approximately $55.9 million, of which $35.0 million was for deferred underwriting commissions (see Note 6).SHAREHOLDER’S EQUITY Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 6,907,562 shares issued and outstanding, excluding 93,092,438 Class A ordinary shares subject to possible redemption. At December 31, 2020, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each common share. On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5. At March 31, 2021 and December 31, 2020, there were 25,000,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination or (ii) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 days after such closing, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS3 Months Ended
Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONSRELATED PARTY TRANSACTIONS Founder Shares On June 5, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of the Company’s Class B ordinary shares. On January 13, 2021, the Sponsor transferred 50,000 Founder Shares to each of the Company’s independent directors. These 150,000 Founder Shares shall not be subject to forfeiture in the event the underwriters’ over-allotment is not exercised. The Sponsor had agreed to forfeit up to 3,262,500 Founder Shares to the extent that the underwriters’ over-allotment option is not exercised in full so that the Founder Shares will represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. Through February 4, 2021, the Company effectuated share recapitalizations resulting in the Sponsor (and its permitted transferees) holding an aggregate of 25,012,500 Founder Shares. On February 4, 2021, the underwriters partially exercised their over-allotment option; thus, 12,500 shares of Class B ordinary shares were forfeited. The Founder Shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6. The initial shareholders agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) subsequent to the consummation of a Business Combination, (a) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (b) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note On June 5, 2020, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000 to be used for the payment of costs related to the Initial Public Offering, which was amended and restated on December 31, 2020 (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and payable upon the completion of the Initial Public Offering. The Company had borrowed $278,085 under the Promissory Note and fully repaid the Promissory Note on February 4, 2021. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 15,333,333 Private Placement Warrants, including 1,733,333 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $23.0 million, in a private placement to the Sponsor. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Working Capital Loans 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 directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021 and December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Service Fee The Company has agreed, commencing on the date of the prospectus, to pay an affiliate of the Sponsor, a monthly fee of $16,667 for general and administrative services including office space, utilities and secretarial support. This arrangement will terminate upon completion of a Business Combination or the distribution of the trust account to the public shareholders. The Company incurred $33,334 in expenses in connection with such services during the period from February 4, 2021 through March 31, 2021 as reflected in the accompanying condensed statements of operations. As of March 31, 2021 and December 31, 2020, the Company had no outstanding balance in accrued expenses - related party in connection with such services as reflected in the accompanying condensed balance sheets.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIESCOMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants (and the Class A ordinary shares underlying such Private Placement Warrants) and Private Placement Warrants that may be issued upon conversion of Working Capital Loans were entitled to registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders were entitled to “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 13,050,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less the underwriting discounts and commissions. On February 4, 2021, the underwriters partially exercised its over-allotment option for an additional 13,000,000 Units. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $20.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $35.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions 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.

SHAREHOLDER_S EQUITY

SHAREHOLDER’S EQUITY3 Months Ended
Mar. 31, 2021
Equity [Abstract]
SHAREHOLDER’S EQUITYINITIAL PUBLIC OFFERINGOn February 4, 2021, the Company consummated its Initial Public Offering of its 100,000,000 Units, including 13,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $1.0 billion, and incurring offering costs of approximately $55.9 million, of which $35.0 million was for deferred underwriting commissions (see Note 6).SHAREHOLDER’S EQUITY Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2021 and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 6,907,562 shares issued and outstanding, excluding 93,092,438 Class A ordinary shares subject to possible redemption. At December 31, 2020, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each common share. On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5. At March 31, 2021 and December 31, 2020, there were 25,000,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination or (ii) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 days after such closing, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTSFAIR VALUE MEASUREMENTSThe fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, assets held in the Trust Account were comprised of $1.0 billion in U.S. Treasury securities. During the three months ended March 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets, at fair value Investments held in Trust Account: $ 1,000,040,379 $ — $ — Liabilities, at fair value Public Warrants $ 17,500,000 $ — $ — Private Placement Warrants $ — $ — $ 13,540,535 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ending March 31, 2021 other than the transfer of the Public Warrants from Level 3 to Level 1. The Public Warrants and Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statement of operations. Initial and Subsequent Measurement – Public Warrants The Company established the initial fair value for the Warrants on February 4, 2021, the date of the Company’s Initial Public Offering, using an option pricing model for the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary share and one-fifth of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the option pricing model for the Public Warrants were as follows at initial measurement: As of February 4, 2021 Exercise price $ 11.50 Stock price $ 9.69 Term (in years) 5.00 Volatility 25.00 % Risk-free interest rate 0.75 % Dividend yield — % Probability of completing a Business Combination 99.00 % Discount for lack of marketability 0.999 On February 4, 2021, the Public Warrants were determined to be $1.51 per warrant for aggregate value of $30.3 million. The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of March 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. As of March 31, 2021, the aggregate value of the Public Warrants was $17.5 million. Initial and Subsequent Measurement– Private Placement Warrants The fair value of the Private Placement Warrants was estimated using an option pricing model. The underlying assumptions in the option pricing model include the underlying share price, risk-free interest rate, estimated volatility and the expected term. The underlying share price is based on the trading common share price or implied from the unit price (before the common shares are trading separately), which consists of one ordinary share and one-fifth Public Warrant. The expected stock price volatility is based on (i) the observed volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the warrants and (ii) the implied volatility of the Public Warrants calculated using publicly observable prices. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are re-evaluated each quarterly reporting period to estimate the fair market value of the Private Placement Warrants as of the reporting period. The fair value of the Private Placement Warrants was estimated at March 31, 2021 using the option pricing model and the following assumptions: As of March 31, 2021 As of February 4, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.90 $ 9.69 Term (in years) 5.00 5.00 Volatility 14.70 % 25.00 % Risk-free interest rate 0.92 % 0.75 % Dividend yield — % — % Probability of completing a Business Combination 99.00 % 99.00 % Discount for lack of marketability 0.999 0.999 On February 4, 2021, the Private Placement Warrants were determined to be $1.64 per warrant for aggregate value of $25.1 million. The excess of fair value over the purchase price of $23.0 million was $2.1 million is treated as compensation expense associated with sale of Private Placement Warrants and recorded in general and administrative expenses. The change in the fair value of the warrant liabilities for the three months ending March 31, 2021 is summarized as follows: Private Placement Warrants Public Warrants Warrant Liabilities Initial measurement at February 4, 2021 $ 25,146,129 $ 30,261,819 $ 55,407,948 Change in fair value recognized in earnings (11,605,594) (12,761,819) (24,367,413) Fair value as of March 31, 2021 $ 13,540,535 $ 17,500,000 $ 31,040,535 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $17.5 million during the period from February 4, 2021 through March 31, 2021. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

NET INCOME (LOSS) PER SHARE

NET INCOME (LOSS) PER SHARE3 Months Ended
Mar. 31, 2021
Earnings Per Share [Abstract]
NET INCOME (LOSS) PER SHARENET INCOME (LOSS) PER SHARE The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. 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 35,333,333 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statements of operations include a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares is calculated by dividing the investment income earned on investments held in Trust Account for the period from January 1, 2021 through March 31, 2021, by the weighted average number of Class A ordinary shares outstanding for the period. Net income per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. For the period January 24, 2020 (inception) through March 31, 2020, the Company did not have any Class A and Class B ordinary shares outstanding.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTSSUBSEQUENT EVENTSManagement has evaluated subsequent events to determine if events or transactions occurring through May 17, 2021, the date the unaudited condensed financial statements are available for issuance, require potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Use of EstimatesUse of Estimates The preparation of these financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash EquivalentsCash and Cash EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Investments Held In Trust AccountInvestments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income earned on investment held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit RiskConcentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial InstrumentsFair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. At March 31, 2021 and December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, accrued expenses related party and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. 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 in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The fair value for trading securities is determined using quoted market prices in active markets.
Offering Costs Associated with the Initial Public OfferingOffering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between stockholders’ equity and expense. The portion of offering costs allocated to the Class A ordinary shares has been charged to shareholders’ equity. The portion of offering costs allocated to the Public Warrants has been charged to expense. Offering costs totaled $55.9 million (consisting of $20.0 million of underwriting fees, $35.0 million of deferred underwriting fees and $0.9 million of other offering costs), of which $1.7 million was charged to expense and $54.2 million was charged to shareholders’ equity upon completion of the Initial Public Offering.
Class A Ordinary Shares Subject to Possible RedemptionClass A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary
Income TaxesIncome TaxesASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company has 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.
Net Income (Loss) per Ordinary ShareNet Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. 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 35,333,333 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statements of operations include a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per ordinary share, basic and diluted, for Class A ordinary shares is calculated by dividing the investment income earned on investments held in Trust Account for the period from January 1, 2021 through March 31, 2021, by the weighted average number of Class A ordinary shares outstanding for the period. Net income per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period. For the period January 24, 2020 (inception) through March 31, 2020, the Company did not have any Class A and Class B ordinary shares outstanding.
Warrant LiabilitiesWarrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Recent Accounting PronouncementsRecent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT (Tables)3 Months Ended
Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Schedule of Error Corrections and Prior Period AdjustmentsThe impact of the restatement on the balance sheet for the Affected Period is presented below. As of February 4, 2021 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 1,002,711,615 $ — $ 1,002,711,615 Liabilities and shareholders’ equity Total current liabilities 468,536 — 468,536 Warrant liabilities — 55,407,948 55,407,948 Deferred underwriting commissions 35,000,000 — 35,000,000 Total liabilities 35,468,536 55,407,948 90,876,484 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 962,243,070 (55,407,948) $ 906,835,122 Shareholders’ Equity Preference $0.0001 shares, par value — — — Class A ordinary shares, $0.0001 par value 378 554 932 Class B ordinary shares, $0.0001 par value 2,501 — 2,501 Additional paid-in capital 5,010,975 3,814,155 8,825,130 Accumulated deficit (13,845) (3,814,709) (3,828,554) Total shareholders’ equity 5,000,009 — 5,000,009 Total Liabilities and Shareholders’ Equity $ 1,002,711,615 $ — $ 1,002,711,615

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements, Recurring and NonrecurringThe following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value as of March 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets, at fair value Investments held in Trust Account: $ 1,000,040,379 $ — $ — Liabilities, at fair value Public Warrants $ 17,500,000 $ — $ — Private Placement Warrants $ — $ — $ 13,540,535
Fair Value Measurement Inputs and Valuation TechniquesThe key inputs into the option pricing model for the Public Warrants were as follows at initial measurement: As of February 4, 2021 Exercise price $ 11.50 Stock price $ 9.69 Term (in years) 5.00 Volatility 25.00 % Risk-free interest rate 0.75 % Dividend yield — % Probability of completing a Business Combination 99.00 % Discount for lack of marketability 0.999 The fair value of the Private Placement Warrants was estimated at March 31, 2021 using the option pricing model and the following assumptions: As of March 31, 2021 As of February 4, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.90 $ 9.69 Term (in years) 5.00 5.00 Volatility 14.70 % 25.00 % Risk-free interest rate 0.92 % 0.75 % Dividend yield — % — % Probability of completing a Business Combination 99.00 % 99.00 % Discount for lack of marketability 0.999 0.999
Fair Value, Assets Measured on Recurring Basis, Unobservable Input ReconciliationThe change in the fair value of the warrant liabilities for the three months ending March 31, 2021 is summarized as follows: Private Placement Warrants Public Warrants Warrant Liabilities Initial measurement at February 4, 2021 $ 25,146,129 $ 30,261,819 $ 55,407,948 Change in fair value recognized in earnings (11,605,594) (12,761,819) (24,367,413) Fair value as of March 31, 2021 $ 13,540,535 $ 17,500,000 $ 31,040,535

ORGANIZATION (Details)

ORGANIZATION (Details) - USD ($)Feb. 04, 2021Jun. 05, 2020Mar. 31, 2021Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Price per share (in dollars per share) $ 10
Gross proceeds $ 1,000,000,000
Offering costs55,900,000
Deferred underwriting commissions $ 35,000,000 $ 35,000,000 $ 0
Fair market value of one or more business, percent80.00%
Covenant, ownership interest to be acquired, minimum, percent50.00%
Net tangible assets (at least) $ 5,000,001
Maximum percent of equity convertible without consent15.00%
Redemption percent if business combination isn't completed100.00%
Cash $ 1,190,693 0
Investments held in Trust Account1,000,040,379 0
Interest to pay dissolution expense100,000
Promissory note - related party0 $ 147,385
Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Consideration received on issuance of warrants $ 23,000,000
Affiliated Entity | Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from contributions from affiliates $ 25,000 25,000
Promissory note - related party $ 278,085 $ 278,085
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares issued100,000,000
Number of warrants issued (in shares)20,000,000
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued13,000,000
Offering costs $ 20,000,000
Over-Allotment Option | Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued (in shares)1,733,333
Deferred Underwriting Fees
Subsidiary, Sale of Stock [Line Items]
Offering costs $ 35,000,000
Deferred underwriting commissions $ 35,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued (in shares)15,333,333
Private Placement | Class A Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued (in shares)15,333,333

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT (Details) - USD ($)Mar. 31, 2021Feb. 04, 2021Dec. 31, 2020Mar. 31, 2020Jan. 23, 2020
Reclassification [Line Items]
Total assets $ 1,002,156,432 $ 1,002,711,615 $ 523,475
Liabilities and shareholders’ equity
Total current liabilities191,511 468,536 512,320
Warrant liabilities31,040,535 [1]55,407,948 0 [1]
Deferred underwriting commissions35,000,000 35,000,000 0
Total liabilities $ 66,232,046 $ 90,876,484 $ 512,320
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001
Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding $ 0 $ 0 $ 0
Additional paid-in capital(15,369,844)8,825,130 22,500
Accumulated deficit20,366,659 (3,828,554)(13,845)
Total shareholders’ equity5,000,006 5,000,009 11,155 [2] $ (112,317) $ 0
Total Liabilities and Shareholders’ Equity $ 1,002,156,432 $ 1,002,711,615 $ 523,475
Class A Ordinary Shares Subject To Redemotion
Liabilities and shareholders’ equity
Temporary equity, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001
Class A ordinary shares, $0.0001 par value; 93,092,438 and 0 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively $ 930,924,380 $ 906,835,122 $ 0
Class A Ordinary Shares
Liabilities and shareholders’ equity
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001
Shareholders’ Equity
Common stock $ 691 $ 932 $ 0
Class B Ordinary Shares
Liabilities and shareholders’ equity
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001
Shareholders’ Equity
Common stock $ 2,500 [3] $ 2,501 $ 2,500 [3]
As Previously Reported
Reclassification [Line Items]
Total assets1,002,711,615
Liabilities and shareholders’ equity
Total current liabilities468,536
Warrant liabilities0
Deferred underwriting commissions35,000,000
Total liabilities35,468,536
Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding0
Additional paid-in capital5,010,975
Accumulated deficit(13,845)
Total shareholders’ equity5,000,009
Total Liabilities and Shareholders’ Equity1,002,711,615
As Previously Reported | Class A Ordinary Shares Subject To Redemotion
Liabilities and shareholders’ equity
Class A ordinary shares, $0.0001 par value; 93,092,438 and 0 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively962,243,070
As Previously Reported | Class A Ordinary Shares
Shareholders’ Equity
Common stock378
As Previously Reported | Class B Ordinary Shares
Shareholders’ Equity
Common stock2,501
Restatement Adjustment
Reclassification [Line Items]
Total assets0
Liabilities and shareholders’ equity
Total current liabilities0
Warrant liabilities55,407,948
Deferred underwriting commissions0
Total liabilities55,407,948
Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding0
Additional paid-in capital3,814,155
Accumulated deficit(3,814,709)
Total shareholders’ equity0
Total Liabilities and Shareholders’ Equity0
Restatement Adjustment | Class A Ordinary Shares Subject To Redemotion
Liabilities and shareholders’ equity
Class A ordinary shares, $0.0001 par value; 93,092,438 and 0 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively(55,407,948)
Restatement Adjustment | Class A Ordinary Shares
Shareholders’ Equity
Common stock554
Restatement Adjustment | Class B Ordinary Shares
Shareholders’ Equity
Common stock $ 0
[1]In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants, the Company is restating its previously issued balance sheet dated February 4, 2021, filed on Form 8-K on February 10, 2021, in this Quarterly Report. The impact to the balance sheet resulted in a $55.4 million increase to the warrant liabilities line item and offsetting decrease to the Class A ordinary shares subject to possible redemption line item as of February 4, 2021 (see Note 2). Prospectively, the Company will adjust the instruments to fair value at each reporting period and the liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations.
[2]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.
[3]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)Feb. 04, 2021Mar. 31, 2021Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Offering costs $ 55,900,000
Charged to expense1,700,000
Charged to equity54,200,000
Unrecognized tax benefits $ 0 $ 0
Penalties and interest accrued $ 0 $ 0
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Offering costs20,000,000
Deferred Underwriting Fees
Subsidiary, Sale of Stock [Line Items]
Offering costs35,000,000
Other Offering Costs
Subsidiary, Sale of Stock [Line Items]
Offering costs $ 900,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued (in shares)20,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued (in shares)15,333,333
Warrant
Subsidiary, Sale of Stock [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)35,333,333
Class A Ordinary Shares Subject To Redemotion
Subsidiary, Sale of Stock [Line Items]
Temporary equity, shares issued (in dollars per share)(93,092,438)0
Temporary equity, shares outstanding (in shares)(93,092,438)0
Class A Ordinary Shares Subject To Redemotion | Common Stock
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued (in shares)0
Common stock, shares outstanding (in shares)0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details)Feb. 04, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Price per share (in dollars per share) | $ / shares $ 10
Gross proceeds $ 1,000,000,000
Offering costs $ 55,900,000
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares100,000,000
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares13,000,000
Offering costs $ 20,000,000
Deferred Underwriting Fees
Subsidiary, Sale of Stock [Line Items]
Offering costs $ 35,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)Feb. 04, 2021USD ($)$ / sharessharesJan. 13, 2021sharesJun. 05, 2020USD ($)sharesMar. 31, 2021USD ($)$ / sharessharesMar. 31, 2021USD ($)tradingDay$ / sharessharesDec. 31, 2020USD ($)shares
Related Party Transaction [Line Items]
Promissory note - related party | $ $ 0 $ 0 $ 147,385
Class A Ordinary Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding (in shares)6,907,562 6,907,562 0
Consideration received on issuance of warrants | $ $ 23,000,000
Number of securities called by warrants or rights1
Exercise price of warrants or rights (in dollars per share) | $ / shares $ 11.50
Class B Ordinary Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding (in shares)25,000,000 25,000,000 25,000,000 [1]
Shares forfeited during period (in shares)12,500
Founder Shares
Related Party Transaction [Line Items]
Percent of equity issued and outstanding held by related party20.00%
Period subsequent to business combination1 year
Stock price trigger (in dollars per share) | $ / shares $ 12 $ 12
Threshold trading days | tradingDay20
Threshold trading day period | tradingDay30
Minimum trigger period | tradingDay150
Private Placement
Related Party Transaction [Line Items]
Number of warrants issued (in shares)15,333,333
Private Placement | Class A Ordinary Shares
Related Party Transaction [Line Items]
Number of warrants issued (in shares)15,333,333
Over-Allotment Option | Class A Ordinary Shares
Related Party Transaction [Line Items]
Number of warrants issued (in shares)1,733,333
Director One | Founder Shares
Related Party Transaction [Line Items]
Stock issued during period50,000
Director Two | Founder Shares
Related Party Transaction [Line Items]
Stock issued during period50,000
Director Three | Founder Shares
Related Party Transaction [Line Items]
Stock issued during period50,000
Directors | Founder Shares
Related Party Transaction [Line Items]
Stock issued during period150,000
Affiliated Entity | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding (in shares)25,012,500
Sponsor | Affiliated Entity
Related Party Transaction [Line Items]
Proceeds from contributions from affiliates | $ $ 25,000 $ 25,000
Maximum borrowing capacity | $ $ 300,000
Promissory note - related party | $ $ 278,085 $ 278,085 278,085
Sponsor | Affiliated Entity | Working Capital Loan
Related Party Transaction [Line Items]
Promissory note - related party | $ $ 0 $ 0 $ 0
Number of securities called by warrants or rights1,500,000 1,500,000
Exercise price of warrants or rights (in dollars per share) | $ / shares $ 1.50 $ 1.50
Sponsor | Affiliated Entity | Founder Shares
Related Party Transaction [Line Items]
Share issued during period, subject to forfeiture (up to)3,262,500
Conversion ratio1
Affiliate Of The Sponsor | Affiliated Entity | Monthly Fee For General And Administrative Services
Related Party Transaction [Line Items]
Amount of transaction, monthly fee | $ $ 16,667
Expenses from transactions with related party | $ $ 33,334
Accrued expenses with related party | $ $ 0 $ 0 $ 0
[1]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)Feb. 04, 2021tradingDay$ / sharesshares
Other Commitments [Line Items]
Underwriter over-allotment purchase period | tradingDay45
Price per share (in dollars per share) $ 10
Over-Allotment Option
Other Commitments [Line Items]
Number of shares issuable in transaction | shares13,050,000
Number of shares issued | shares13,000,000
Underwriter discount per share (in dollars per share) $ 0.20
Deferred underwriting commission (in dollars per share) $ 0.35

SHAREHOLDER_S EQUITY - Preferen

SHAREHOLDER’S EQUITY - Preference and Common Shares (Details) - $ / sharesMar. 31, 2021Feb. 04, 2021Dec. 31, 2020Jun. 05, 2020Mar. 31, 2020Jan. 23, 2020
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)1,000,000 1,000,000
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001
Preferred stock, shares issued (in shares)0 0
Preferred stock, shares outstanding (in shares)0 0
Class A Ordinary Shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)300,000,000 300,000,000
Common stock, par value (in dollars per share) $ 0.0001 0.0001 $ 0.0001
Common stock, shares issued (in shares)6,907,562 0
Common stock, shares outstanding (in shares)6,907,562 0
Class A Ordinary Shares | Common Stock
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)6,907,562 0 [1]0 0
Class A Ordinary Shares Subject To Redemotion
Class of Stock [Line Items]
Temporary equity, shares issued (in dollars per share)93,092,438 0
Temporary equity, shares outstanding (in shares)93,092,438 0
Class A Ordinary Shares Subject To Redemotion | Common Stock
Class of Stock [Line Items]
Common stock, shares issued (in shares)0
Common stock, shares outstanding (in shares)0
Class B Ordinary Shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)30,000,000 30,000,000
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001
Common stock, shares issued (in shares)25,000,000 25,000,000 [2]
Common stock, shares outstanding (in shares)25,000,000 25,000,000 [2]
Class B Ordinary Shares | Common Stock
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)25,000,000 25,000,000 [1]0 0
Founder Shares
Class of Stock [Line Items]
Percent of equity issued and outstanding held by related party20.00%
[1]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.
[2]On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2020 have been retroactively restated to account for the share recapitalization events as discussed in Note 5.

SHAREHOLDER_S EQUITY - Warrants

SHAREHOLDER’S EQUITY - Warrants (Details)3 Months Ended
Mar. 31, 2021$ / shares
Class of Warrant or Right [Line Items]
Class Of Warrant Or Right, Expiration Period5 years
Period to file registration statement20 days
Period for registration statement to become effective60 days
Percent of equity proceeds60.00%
Number of trading days20 days
Adjusted exercise percentage115.00%
Adjusted exercise percentage, higher of market value and newly issued price180.00%
Class A Ordinary Shares
Class of Warrant or Right [Line Items]
Share price (in dollars per share) $ 18
Maximum share price (in dollars per share)9.20
Public Warrants
Class of Warrant or Right [Line Items]
Redemption price (in dollars per share) $ 0.01
Notice period to redeem warrants30 days
Number of trading days20 days
Trading days threshold30 days

FAIR VALUE MEASUREMENTS - Narra

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)Feb. 04, 2021Mar. 31, 2021Dec. 31, 2020
Fair Value, Recurring and Nonrecurring [Line Items]
Investments held in Trust Account $ 1,000,040,379 $ 0
Change in fair value of warrant liabilities $ 2,100,000
Class A Ordinary Shares
Fair Value, Recurring and Nonrecurring [Line Items]
Exercise price of warrants or rights (in dollars per share) $ 11.50
Consideration received on issuance of warrants $ 23,000,000
Warrant Liabilities
Fair Value, Recurring and Nonrecurring [Line Items]
Aggregate value $ 55,407,948 31,040,535
Public Warrants
Fair Value, Recurring and Nonrecurring [Line Items]
Exercise price of warrants or rights (in dollars per share) $ 1.51
Aggregate value $ 30,261,819 17,500,000
Private Placement Warrants
Fair Value, Recurring and Nonrecurring [Line Items]
Exercise price of warrants or rights (in dollars per share) $ 1.64
Aggregate value $ 25,146,129 $ 13,540,535

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities (Details) - USD ($)Mar. 31, 2021Feb. 04, 2021Dec. 31, 2020
Assets, at fair value
Investments held in Trust Account $ 1,000,040,379 $ 0
Liabilities, at fair value
Warrant liabilities31,040,535 [1] $ 55,407,948 $ 0 [1]
Quoted Prices in Active Markets (Level 1)
Assets, at fair value
Investments held in Trust Account1,000,040,379
Quoted Prices in Active Markets (Level 1) | Warrant Liabilities | Public Warrants
Liabilities, at fair value
Warrant liabilities17,500,000
Quoted Prices in Active Markets (Level 1) | Warrant Liabilities | Private Placement Warrants
Liabilities, at fair value
Warrant liabilities0
Significant Other Observable Inputs (Level 2)
Assets, at fair value
Investments held in Trust Account0
Significant Other Observable Inputs (Level 2) | Warrant Liabilities | Public Warrants
Liabilities, at fair value
Warrant liabilities0
Significant Other Observable Inputs (Level 2) | Warrant Liabilities | Private Placement Warrants
Liabilities, at fair value
Warrant liabilities0
Significant Other Unobservable Inputs (Level 3)
Assets, at fair value
Investments held in Trust Account0
Significant Other Unobservable Inputs (Level 3) | Warrant Liabilities | Public Warrants
Liabilities, at fair value
Warrant liabilities0
Significant Other Unobservable Inputs (Level 3) | Warrant Liabilities | Private Placement Warrants
Liabilities, at fair value
Warrant liabilities $ 13,540,535
[1]In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants, the Company is restating its previously issued balance sheet dated February 4, 2021, filed on Form 8-K on February 10, 2021, in this Quarterly Report. The impact to the balance sheet resulted in a $55.4 million increase to the warrant liabilities line item and offsetting decrease to the Class A ordinary shares subject to possible redemption line item as of February 4, 2021 (see Note 2). Prospectively, the Company will adjust the instruments to fair value at each reporting period and the liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations.

FAIR VALUE MEASUREMENTS - Quant

FAIR VALUE MEASUREMENTS - Quantitative Information On Fair Value Measurements Inputs (Details)Mar. 31, 2021$ / sharesFeb. 04, 2021$ / shares
Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term (in years)5 years
Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term (in years)5 years5 years
Exercise price | Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input11.50
Exercise price | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input11.5011.50
Stock price | Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input9.69
Stock price | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input9.909.69
Volatility | Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0.2500
Volatility | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0.1470 0.2500
Risk-free interest rate | Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0.0075
Risk-free interest rate | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0.0092 0.0075
Dividend yield | Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0
Dividend yield | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0 0
Probability of completing a Business Combination | Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0.9900
Probability of completing a Business Combination | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0.9900 0.9900
Discount for lack of marketability | Public Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0.999
Discount for lack of marketability | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input0.999 0.999

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change In Fair Value Of Warrant Liability (Details)2 Months Ended
Mar. 31, 2021USD ($)
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement at February 4, 2021 $ 25,146,129
Change in fair value recognized in earnings(11,605,594)
Fair value as of March 31, 202113,540,535
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement at February 4, 202130,261,819
Change in fair value recognized in earnings(12,761,819)
Fair value as of March 31, 202117,500,000
Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial measurement at February 4, 202155,407,948
Change in fair value recognized in earnings(24,367,413)
Fair value as of March 31, 2021 $ 31,040,535

NET INCOME (LOSS) PER SHARE (De

NET INCOME (LOSS) PER SHARE (Details)3 Months Ended
Mar. 31, 2021shares
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)35,333,333