Cover Page
Cover Page - USD ($) | 11 Months Ended | ||
Dec. 31, 2020 | Mar. 03, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Entity Registrant Name | Artius Acquisition Inc. | ||
Entity Central Index Key | 0001802457 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | AACQ | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Address, State or Province | NY | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 0 | ||
Capital Units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant | ||
Trading Symbol | AACQU | ||
Security Exchange Name | NASDAQ | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Trading Symbol | AACQW | ||
Security Exchange Name | NASDAQ | ||
Class A ordinary shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 72,450,000 | ||
Class B ordinary shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 18,112,500 |
Condensed Balance Sheet
Condensed Balance Sheet | Dec. 31, 2020USD ($) |
Current Assets | |
Cash | $ 1,123,407 |
Prepaid expenses | 220,867 |
Total Current Assets | 1,344,274 |
Cash and marketable securities held in Trust Account | 724,716,476 |
Total Assets | 726,060,750 |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
Current liabilities – accrued expenses | 220 |
Deferred underwriting fee payable | 25,357,500 |
Total Liabilities | 25,357,720 |
Commitments | |
Shareholders' Equity | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 5,123,060 |
Accumulated deficit | (125,151) |
Total Shareholders' Equity | 5,000,010 |
Total Liabilities and Shareholders' Equity | 726,060,750 |
Class A ordinary shares | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
Class A ordinary shares subject to possible redemption, 69,549,521 shares at redemption value | 695,703,020 |
Shareholders' Equity | |
Common stock | 290 |
Class B ordinary shares | |
Shareholders' Equity | |
Common stock | $ 1,811 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Temporary Equity, Shares Outstanding | 69,549,521 | |
Class A ordinary shares | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 400,000,000 | |
Common stock, shares issued | 2,900,479 | |
Common stock, shares outstanding | 2,900,479 | |
Temporary Equity, Shares Outstanding | 69,549,521 | |
Class B ordinary shares | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 18,112,500 | 18,112,500 |
Common stock, shares outstanding | 18,112,500 |
Condensed Statements Of Operati
Condensed Statements Of Operations | 11 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Formation and operational costs | $ 341,627 | |
Loss from operations | (341,627) | |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 212,516 | |
Unrealized gain on marketable securities held in Trust Account | 3,960 | |
Other income | 216,476 | |
Net Loss | $ (125,151) | |
Weighted average shares outstanding, basic and diluted (1) | shares | 18,400,891 | [1] |
Basic and diluted net loss per ordinary share (2) | $ / shares | $ (0.02) | [2] |
[1] | Excludes an aggregate of 69,549,521 shares subject to possible redemption. | |
[2] | Net loss per ordinary share—basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $207,817 for the period from January 24, 2020 (inception) through December 31, 2020 (see Note 2). |
Condensed Statements Of Opera_2
Condensed Statements Of Operations (Parenthetical) | 11 Months Ended |
Dec. 31, 2020USD ($)shares | |
Income (loss) from ordinary shares redemption | $ | $ (207,817) |
Temporary Equity, Shares Outstanding | shares | 69,549,521 |
Condensed Statement Of Changes
Condensed Statement Of Changes In Shareholders' Equity - 11 months ended Dec. 31, 2020 - USD ($) | Total | Class B ordinary shares | Common StockClass A ordinary shares | Common StockClass B ordinary shares | Additional Paid-in Capital | Accumulated Deficit |
Balance beginning at Jan. 23, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance beginning (Shares) at Jan. 23, 2020 | 0 | 0 | ||||
Issuance of Class B ordinary shares to Sponsor | $ 25,000 | $ 0 | $ 1,811 | 23,189 | ||
Issuance of Class B ordinary shares to Sponsor (Shares) | 72,450,000 | 0 | 18,112,500 | |||
Sale of 72,450,000 Units, net of underwriting discounts and offering costs | $ 683,813,181 | $ 7,245 | $ 0 | 683,805,936 | 0 | |
Sale of 72,450,000 Units, net of underwriting discounts and offering costs (Shares) | 72,450,000 | 0 | ||||
Sale of 11,326,667 Private Placement Warrants | 16,990,000 | $ 11,326,667 | $ 0 | 16,990,000 | 0 | |
Class A ordinary shares subject to possible redemption (Shares) | (69,549,521) | 0 | ||||
Sale of 11,326,667 Private Placement Warrants (Shares) | 0 | |||||
Class A ordinary shares subject to possible redemption | (695,703,020) | $ (6,955) | $ 0 | (695,696,065) | 0 | |
Net loss | (125,151) | (125,151) | ||||
Balance ending at Dec. 31, 2020 | $ 5,000,010 | $ 290 | $ 1,811 | $ 5,123,060 | $ (125,151) | |
Balance ending (Shares) at Dec. 31, 2020 | 2,900,479 | 18,112,500 |
Condensed Statement Of Change_2
Condensed Statement Of Changes In Shareholder's Equity (Parenthetical) | 11 Months Ended |
Dec. 31, 2020USD ($)shares | |
Net of underwriting discounts and offering costs | shares | 72,450,000 |
Sale of 11,326,667 Private Placement Warrants | $ 16,990,000 |
Class B ordinary shares | |
Sale of 11,326,667 Private Placement Warrants | $ 11,326,667 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (125,151) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (212,516) |
Unrealized gain on marketable securities held in Trust Account | (3,960) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (220,867) |
Accrued expenses | 220 |
Net cash used in operating activities | (562,274) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (724,500,000) |
Net cash used in investing activities | (724,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 710,010,000 |
Proceeds from sale of Private Placement Warrants | 16,990,000 |
Proceeds from promissory note—related party | 215,215 |
Repayment of promissory note – related party | (814,319) |
Payment of offering costs | (215,215) |
Net cash provided by financing activities | 726,185,681 |
Net Change in Cash | 1,123,407 |
Cash – Beginning | 0 |
Cash – Ending | 1,123,407 |
Non-cash investing and financing activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 695,806,610 |
Change in value of Class A ordinary shares subject to possible redemption | (103,590) |
Deferred underwriting fee payable | 25,357,500 |
Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares | $ 25,000 |
Description of Organiation And
Description of Organiation And Business Operations | 11 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organiation And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Artius Acquisition Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company 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 (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on technology enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial and transactional services to companies of all sizes. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from January 24, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statements for the Company’s Initial Public Offering became effective on July 13, 2020. On July 16, 2020, the Company consummated the Initial Public Offering of 72,450,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 9,450,000 Units, at $10.00 per Unit, generating gross proceeds of $724,500,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,326,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Artius Acquisition Partners LLC (the “Sponsor”), generating gross proceeds of $16,990,000, which is described in Note 4. Transaction costs amounted to $40,686,819, consisting of $14,490,000 of underwriting fees, $25,357,500 of deferred underwriting fees and $839,319 of other offering costs. Following the closing of the Initial Public Offering on July 16, 2020, an amount of $724,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 meeting certain conditions of Rule 2a-7 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. So long as the Company obtains and maintains a listing for its securities on Nasdaq, the Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Company’s initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a 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. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including 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, provided that the Company shall not redeem shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other 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 Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until July 16, 2022 (the “Combination Period”) to consummate a Business Combination. 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 no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires 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 commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the 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). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) 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 trust assets, in each case net of the amount of 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 nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 vendors, service providers (other than the Company’s independent auditors), 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class Reconciliation of Net Loss Per Ordinary Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: For the Period from January 24, (Inception) Through December 31, 2020 Net loss $ (125,151 ) Less: Income attributable to ordinary shares subject to possible redemption (207,817 ) Adjusted net loss $ (332,968 ) Weighted average shares outstanding, basic and diluted 18,400,891 Basic and diluted net loss per ordinary share $ (0.02 ) 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 Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 72,450,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 9,450,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third |
Private Placement
Private Placement | 11 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 11,326,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $16,990,000. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account 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. |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 4, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 of the Company’s Class B ordinary shares (the “Founder Shares”). On June 24, 2020 and July 13, 2020, the Company effected share capitalizations resulting in the Sponsor holding an aggregate of 18,112,500 Founder Shares. The Founder Shares will automatically convert into Class A ordinary shares at the time of the completion of a Business Combination on a one-for-one The Founder Shares included an aggregate of up to 2,362,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note—Related Party On February 4, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, The Promissory Note was non-interest Administrative Services Agreement The Company entered into an agreement whereby, commencing on July 14, 2020, the Company will pay an affiliate of the Sponsor up to $25,000 per month for accounting, bookkeeping, office space, IT support, professional, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from January 24, 2020 (inception) through December 31, 2020, the Company incurred and paid $137,500, in fees for these services. Related Party Loans 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, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. |
Commitments
Commitments | 11 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 13, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities and any other equity securities that such persons may hold from time to time for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary shares). The holders of 20% of these securities will be entitled to make up to four demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreemen t The underwriters are entitled to a deferred fee of $0.35 per Unit, or $25,357,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreemen t. Consulting Arrangements In September 2020, the Company entered into an acquisition support agreement with an unrelated party. Under the terms of the agreement, the Company will pay $215,000 a week plus expenses for services rendered. Payment for such services will become due and payable only upon the closing of the Company’s initial B . no . For the period from January 1, 2021 through March 3, 2021 fees for services provided are approximately $450,000. |
Shareholders' Equity
Shareholders' Equity | 11 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B Shares will automatically convert into Class A ordinary shares at the time of a Business Combination, on a one-for-one as-converted Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered, qualified or deemed to be exempt under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” 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. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional 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 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 such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A 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 Public 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 and the “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” 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, and the $10.00 per share redemption trigger price described above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) 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, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 724,716,476 |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS On February 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and between the Company, Zero Carbon Merger Inc., a Delaware corporation and our direct, wholly owned subsidiary (“Merger Sub”), and Micromidas, Inc., a Delaware corporation doing business as Origin Materials (“Micromidas”). Pursuant to the Merger Agreement, (i) the Company will domesticate from a Cayman Islands exempted company to a Delaware corporation (the “Domestication”) and (ii) Merger Sub will merge with and into Micromidas with Micromidas continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Proposed Business Combination”). In connection with the Domestication, the Company will change its name to “Origin Materials, Inc.” We refer to the Company following the Business Combination as “Origin.” As a result of the Proposed Business Combination, each issued and outstanding Class A ordinary share and Class B ordinary share of the Company will convert into a share of Class A common stock of Origin (“Class A Common Stock”), and each issued and outstanding warrant to purchase Class A ordinary shares of the Company will be exercisable by its terms to purchase an equal number of shares of Class A Common Stock. The aggregate stock consideration to be distributed to Micromidas’s holders at the effective time of the Merger (the “Effective Time”) is 78,213,000 shares of Class A Common Stock, which is subject to certain downward adjustments pursuant to the Merger Agreement. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Micromidas or the holders of any of Micromidas’s securities: (a) each share of Micromidas common stock (“Micromidas Common Stock”), series A preferred stock (“Micromidas Series A Preferred Stock”), series B preferred stock (“Micromidas Series B Preferred Stock”) and series C preferred stock (“Micromidas Series C Preferred Stock”), in each case outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a number of shares of Class A Common Stock equal to the Common Exchange Ratio, Series A Exchange Ratio, Series B Exchange Ratio and Series C Exchange Ratio, respectively, each as defined in the Merger Agreement (subject to certain adjustments as described in the Merger Agreement); (b) any shares of Micromidas capital stock held in the treasury of Micromidas or owned by the Company, Merger Sub or Micromidas immediately prior to the Effective Time will be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) each issued and outstanding share of common stock of Merger Sub will be converted into and become one validly issued, fully paid and non-assessable share of common stock of the surviving corporation in the Merger; and (d) each warrant to purchase Micromidas stock will terminate, be cancelled and cease to exist and will be deemed to have been exercised immediately prior to the closing of the Merger (the “Closing”) and settled in the applicable number of shares of Micromidas Series A Preferred Stock or Micromidas Series B Preferred Stock, as applicable, rounded down to the nearest whole share, and then treated in the manner described in (a), above; (e) each option to purchase Micromidas Common Stock that is outstanding under Micromidas’s 2010 Stock Incentive Plan and the 2020 Equity Incentive Plan (the “Equity Incentive Plans”) (each, a “Company Option”) held by a former employee or service provider of Micromidas, Inc. (each, a “Former Employee Option”) that is vested and outstanding immediately prior to the Effective Time shall be deemed to have been exercised, on a net exercise basis with respect to the applicable exercise price and any required withholding or employment taxes thereon, immediately prior to the Closing and settled in the applicable number of shares of Micromidas Common Stock, rounded down to the nearest whole share, and treated in accordance with clause (a) above. Each Former Employee Option that is unvested and outstanding immediately prior to the Effective Time shall be automatically cancelled at the Closing without the payment of consideration. From and after the Closing, except with respect to the holder’s right to receive Class A Common Stock, if any, the Former Employee Option shall be cancelled and cease to be outstanding and the holder shall cease to have any rights with respect thereto; (f) each Company Option (other than a Former Employee Option), whether vested or unvested, will be assumed by Artius and converted into an option to purchase shares of Class A Common Stock (each, a “Converted Option”) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Micromidas Common Stock subject to such Company Option immediately prior to the Effective Time and (b) the Common Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (ii) the Common Exchange Ratio; provided, however, that the exercise price and the number of shares of Class A Common Stock purchasable pursuant to such Converted Options shall be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); provided, further, however, that in the case of such Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Class A Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments in a manner consistent with Treasury Regulation Section 1.424-1, such that the Converted Option will not constitute a modification of such Company Option for purposes of Section 409A or Section 424 of the Code. Except as specifically provided above, following the Effective Time, each Converted Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the Company shall take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this paragraph. As additional consideration for the Merger, after the Effective Time, Origin will issue to certain holders of Micromidas’s securities up to 25 million additional shares of Class A Common Stock (the “Earnout Shares”) as follows: (i) one third of the Earnout Shares will be issued when the volume weighted average price of Class A Common Stock (“VWAP”) equals or exceeds $15.00 for 10 consecutive trading days during the three year period following the closing of the Proposed Business Combination, (ii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $20.00 for 10 consecutive trading days during the four year period following the closing of the Proposed Business Combination, and (iii) one third of the Earnout Shares will be issued when VWAP equals or exceeds $25.00 for 10 consecutive trading days during the five year period following the closing of the Proposed Business Combination. Under the Merger Agreement, the obligations of the parties to consummate the transactions contemplated thereby are subject to the satisfaction or waiver of certain customary closing conditions, including, the Company obtaining the requisite approval of its shareholders, which the company expects to seek at a special meeting of the Company. The Merger Agreement may be terminated at any time prior to the Closing by mutual written consent of the Company and Micromidas and, among other things, if the Proposed Business Combination has not occurred by August 31, 2021. As such, the Closing cannot be assured. Concurrently with the execution of the Merger Agreement, the Company entered into the following agreements: • Subscription Agreements with certain qualified institutional buyers and accredited investors (collectively, the “Investors”), pursuant to which, among other things, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investors, an aggregate of 20,000,000 newly issued shares of Class A Common Stock in connection with the closing of the Proposed Business Combination for aggregate gross proceeds of $200,000,000 (the “PIPE Placement”); • A Sponsor Letter Agreement, pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of the Artius Stockholder Voting Matters (as defined in the Merger Agreement), (ii) pay any excess of Artius Transaction Expenses (as defined in the Merger Agreement) over the Artius Transaction Expense Cap (as defined in the Sponsor Letter Agreement), and (iii) subject 4,500,000 of its Class B ordinary shares to certain vesting and forfeiture provisions pursuant to the Sponsor Letter Agreement, as further described below under “Sponsor Letter Agreement”. • A Transaction Support Stockholder Support Agreement with Micromidas and certain stockholders of Micromidas pursuant to which the parties agreed, as promptly as practicable following the effectiveness of the proxy statement/prospectus relating to the approval by Artius shareholders of the Merger, to execute and deliver a written consent with respect to certain securities of Micromidas adopting the Merger Agreement and approving the Merger, delivered promptly, and in any event within one business day after (i) the registration statement related to the Merger is declared effective and (ii) the Company has requested such delivery. The securities of Micromidas owned by its stockholders who are party to the Company Transaction Stockholder Support Agreements and subject to such the agreements are sufficient to approve the adoption of the Merger Agreement. • A Lock-up Agreement, pursuant to which the Sponsor, certain executive officers and directors of Micromidas and certain existing stockholders of Micromidas agreed to restrict, among other things, the transfer of Company securities held by such holders immediately following the Closing until the earliest to occur of (i) 365 days after the date of the Closing, (ii) the first day after the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Closing, or (iii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing date that results in all of the public stockholders of the Company having the right to exchange their shares of Class A Common Stock for cash, securities or other property. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Income (Loss) Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class |
Concentration of Credit Risk | 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 Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Table) | 11 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Summary of basic and diluted loss per ordinary share | Accordingly, basic and diluted loss per ordinary share is calculated as follows: For the Period from January 24, (Inception) Through December 31, 2020 Net loss $ (125,151 ) Less: Income attributable to ordinary shares subject to possible redemption (207,817 ) Adjusted net loss $ (332,968 ) Weighted average shares outstanding, basic and diluted 18,400,891 Basic and diluted net loss per ordinary share $ (0.02 ) |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 11 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Marketable securities held in Trust Account 1 $ 724,716,476 |
Description of Organization And
Description of Organization And Business Operations - Additional Information (Detail) - USD ($) | Jul. 16, 2022 | Jul. 16, 2020 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Entity Incorporation, Date of Incorporation | Jan. 24, 2020 | ||
Issue of common stocks, Initial public offering | 72,450,000 | ||
Proceeds from Issuance of Initial Public Offering | $ 724,500,000 | ||
Warrants issued, price per warrants | $ 10 | ||
Proceeds from Issuance of Warrants | $ 724,500,000 | ||
Transaction costs | 40,686,819 | ||
Underwriting fees Paid | 14,490,000 | ||
Deferred underwriting fees | 25,357,500 | $ 25,357,500 | |
Other offering costs | $ 839,319 | ||
Percentage of fair market value of target business to net assets held in the trust account | 80.00% | ||
Percentage of redeeming shares of public shares without the company's prior written consent | 15.00% | ||
Percentage of timing of the company's obligation to redeem public shares before business combination | 100.00% | ||
Redemption Of Common Stock [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Net tangible assets | $ 5,000,001 | ||
Minimum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Business combination issued and outstanding voting securities | 50.00% | ||
Business combination, net tangible assets acquired | $ 5,000,001 | ||
Asset Held in Trust | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Redemption of share, price per share | $ 10 | ||
Forecast | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Percentage of timing of the company's obligation to redeem public shares before business combination | 100.00% | ||
Estimated costs of winding up | $ 100,000 | ||
Private Placement Warrants | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Warrants issued during the period | 11,326,667 | ||
Warrants issued, price per warrants | $ 1.50 | ||
Proceeds from Issuance of Warrants | $ 16,990,000 | ||
Private Placement Warrants | Maximum [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Investment In Trust Account Maturity Term | 0 days | ||
Overallotement Option | IPO | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Common stock shares subject to forfeiture | 9,450,000 | ||
Common Class A | IPO | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Issue of common stocks, Initial public offering | 72,450,000 | ||
Shares issued, price per share | $ 10 | ||
Common Class A | Overallotement Option | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Issue of common stocks, Initial public offering | 72,450,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 11 Months Ended |
Dec. 31, 2020USD ($)shares | |
Significant Accounting Policies [Line Items] | |
Federal depository insurance coverage | $ 250,000 |
Cash and cash equivalents, at carrying value | $ 0 |
Weighted average number of ordinary shares outstanding | shares | 35,476,667 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Basic And Diluted Loss Per Ordinary Share (Detail) | 11 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | ||
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net loss | $ (125,151) | |
Less: Income attributable to ordinary shares subject to possible redemption | (207,817) | |
Adjusted net loss | $ (332,968) | |
Weighted average shares outstanding, basic and diluted | shares | 18,400,891 | [1] |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.02) | [2] |
[1] | Excludes an aggregate of 69,549,521 shares subject to possible redemption. | |
[2] | Net loss per ordinary share—basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $207,817 for the period from January 24, 2020 (inception) through December 31, 2020 (see Note 2). |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Jul. 16, 2022 | Jul. 16, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Stock issued during the period Shares | 72,450,000 | ||
Issue of common stocks, Initial public offering | 72,450,000 | ||
Public Warrants | |||
Class of Stock [Line Items] | |||
Exercise price of warrants | $ 11.50 | ||
IPO | Common Class A | |||
Class of Stock [Line Items] | |||
Stock issued during the period Shares | 72,450,000 | ||
Issue of common stocks, Initial public offering | 72,450,000 | ||
Share issue price | $ 10 | ||
Over-Allotment Option | Common Class A | |||
Class of Stock [Line Items] | |||
Stock issued during the period Shares | 9,450,000 | ||
Issue of common stocks, Initial public offering | 9,450,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | Jul. 16, 2020USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Proceeds from issue of warrants | $ | $ 724,500,000 |
Warrants issued, price per warrants | $ 10 |
Sponsor | |
Class of Warrant or Right [Line Items] | |
Proceeds from issue of warrants | $ | $ 16,990,000 |
Exercise price of warrants | $ 11.50 |
Warrants issued during the period | shares | 11,326,667 |
Warrants issued, price per warrants | $ 1.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jul. 14, 2020 | Jul. 13, 2020 | Feb. 04, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Repayment of notes payable to related party current | $ 215,215 | $ 814,319 | ||
Debt instrument convertible portion | $ 1,500,000 | |||
Debt instrument conversion price per unit | $ 1.50 | |||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Percentage of founder shares to total issued and outstanding shares | 20.00% | |||
Sponsor | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face value | $ 300,000 | |||
Sponsor | Administrative Services | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amounts of transaction | $ 25,000 | $ 137,500 | ||
Sponsor | Offering Costs | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction amounts of transaction | $ 25,000 | |||
Sponsor | Founder Shares | ||||
Related Party Transaction [Line Items] | ||||
Stock issued during the period for services | 11,500,000 | |||
Common stock shares outstanding | 18,112,500 | |||
Common stock shares subject to forfeiture | 2,362,500 | |||
Share transfer, trigger price price per share | $ 12 | |||
Number of consecutive trading days for determining share price | 20 days | |||
Number of trading days for determining share price | 30 days |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | Sep. 30, 2020 | Jul. 16, 2020 | Mar. 03, 2021 | Dec. 31, 2020 | Jul. 13, 2020 |
Percentage of holders entitled to make demands | 20.00% | ||||
Underwriting fee, per unit | $ 0.35 | ||||
Deferred underwriting fees | $ 25,357,500 | $ 25,357,500 | |||
Subsequent Event | |||||
Deferred compensation expense for services rendered | $ 450,000 | ||||
Acquisition Support Agreement [Member] | |||||
Deferred compensation expense for services rendered | $ 215,000 | ||||
Deferred interest rate on fees | 8.00% |
Shareholder' s Equity - Additio
Shareholder' s Equity - Additional Information (Detail) - $ / shares | 11 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Jan. 24, 2020 | |
Class of Stock [Line Items] | |||
Preferred shares authorised | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Preferred shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Temporary Equity, Shares Outstanding | 69,549,521 | ||
Percentage of the common stock outstanding when common stock is converted from class to another | 20.00% | ||
Share price | $ 9.20 | ||
Public Warrants | |||
Class of Stock [Line Items] | |||
Term of warrants | 5 years | ||
Minimum | |||
Class of Stock [Line Items] | |||
Class of warrants, exercise price adjustment percentage | 115.00% | ||
Maximum | |||
Class of Stock [Line Items] | |||
Class of warrants, exercise price adjustment percentage | 180.00% | ||
Event Triggering Warrant Redemption When The Share Issue Price Is Less Than The Threshold | |||
Class of Stock [Line Items] | |||
Number of trading days for determining volume weighted average share price | 20 days | ||
Percentage of capital raised for business combination to total equity proceeds | 60.00% | ||
Share Trigger Price One | |||
Class of Stock [Line Items] | |||
Warrant instrument redemption threshold consecutive trading days | 20 days | ||
Warrant instrument redemption threshold trading days | 30 days | ||
Share Trigger Price One | Public Warrants | |||
Class of Stock [Line Items] | |||
Class of warrants redemption notice period | 30 days | ||
Class of warrants redemption price per unit | $ 0.01 | ||
Share Trigger Price Two | Public Warrants | |||
Class of Stock [Line Items] | |||
Class of warrants redemption price per unit | $ 0.10 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 400,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock shares issued | 2,900,479 | ||
Common stock, shares outstanding | 2,900,479 | ||
Temporary Equity, Shares Outstanding | 69,549,521 | ||
Common stock description of voting rights | one vote for each share | ||
Common Class A | Share Trigger Price One | |||
Class of Stock [Line Items] | |||
Share redemption trigger price per share | $ 18 | ||
Common Class A | Share Trigger Price Two | |||
Class of Stock [Line Items] | |||
Share redemption trigger price per share | $ 10 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 18,112,500 | 18,112,500 | |
Common stock, shares outstanding | 18,112,500 | ||
Common stock description of voting rights | one vote for each share |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Fair Value Hierarchy Of the Valuation Inputs (Detail) | Dec. 31, 2020USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 724,716,476 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Feb. 16, 2021USD ($)Trading_Days$ / sharesshares | Dec. 31, 2020USD ($)shares |
Subsequent Event [Line Items] | ||
Issue of common stocks, Initial public offering | 72,450,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | $ | $ 710,010,000 | |
Subsequent Event | Subscription Agreements | Investor | ||
Subsequent Event [Line Items] | ||
Issue of common stocks, Initial public offering | 20,000,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | $ | $ 200,000,000 | |
Subsequent Event | Sponsor Letter Agreement | Class B ordinary shares | ||
Subsequent Event [Line Items] | ||
Shares Subject To Vesting And Forfeiture Provisions | 4,500,000 | |
Subsequent Event | Share Price Greater Than Or Equals To Dollar Twelve | Lockup Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Share Transfer Restrictions, Lock In Period | 365 days | |
Share Transfer Restrictions, Trigger Price Per Share | $ / shares | $ 12 | |
Share Transfer Restrictions, Threshold Consecutive Trading Days | Trading_Days | 20 | |
Share Transfer Restrictions, Threshold Trading Days | Trading_Days | 30 | |
Share Transfer Restrictions, Threshold Number Of Days After Closing Of Business Combination | 150 days | |
Subsequent Event | Earnout Consideration | VWAP Greater Than Or Equals To Dollar Fifteen | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Earnout Shares Issuance Ratio | 33.33 | |
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares | $ / shares | $ 15 | |
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares | 10 days | |
Business Acquisition, Earnout Shares Issuance Term | 3 years | |
Subsequent Event | Earnout Consideration | VWAP Greater Than Or Equals To Dollar Twenty | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Earnout Shares Issuance Ratio | 33.33 | |
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares | $ / shares | $ 20 | |
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares | 10 days | |
Business Acquisition, Earnout Shares Issuance Term | 4 years | |
Subsequent Event | Earnout Consideration | VWAP Greater Than Or Equals To Dollar Twenty Five | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Earnout Shares Issuance Ratio | 33.33 | |
Minimum Volume Weighted Average Share Price Required To Trigger Issuance Of Earnout Shares | $ / shares | $ 25 | |
Business Acquisition, Threshold Consecutive Trading Days To Trigger Issuance Of Earnout Shares | 10 days | |
Business Acquisition, Earnout Shares Issuance Term | 5 years | |
Subsequent Event | Merger Agreement | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 78,213,000 | |
Subsequent Event | Merger Agreement | Earnout Consideration | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Additional Number of Shares | 25,000,000 |