Cover Page
Cover Page | 10 Months Ended |
Dec. 31, 2020 | |
Document Information Line Items | |
Entity Registrant Name | VG ACQUISITION CORP. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001804591 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, State or Province | NY |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 787,701 |
Prepaid expenses | 448,935 |
Total Current Assets | 1,236,636 |
Cash and marketable securities held in Trust Account | 508,645,349 |
TOTAL ASSETS | 509,881,985 |
Current liabilities | |
Current liabilities - accrued expenses | 31,751 |
Warrant liability | 70,284,660 |
Deferred underwriting fee payable | 17,799,250 |
Total Liabilities | 88,115,661 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 41,676,632 shares at $10.00 per share | 416,766,320 |
Shareholder's Equity | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 9,178,368 shares issued and outstanding (excluding 41,676,632 shares subject to possible redemption) | 918 |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 12,713,750 shares issued and outstanding | 1,271 |
Additional paid-in capital | 53,601,040 |
Accumulated deficit | (48,603,225) |
Total Shareholders' Equity | 5,000,004 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 509,881,985 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preference shares par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares authorized | 1,000,000 |
Preferred stock, share issued | 0 |
Preferred stock, share outstanding | 0 |
Temporary Equity, Shares Outstanding | 41,676,632 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 10 |
Common Class A [Member] | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, share authorized | 200,000,000 |
Common stock, share issued | 9,178,368 |
Common stock, share outstanding | 9,178,368 |
Temporary Equity, Shares Outstanding | 41,676,632 |
Common Class B [Member] | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, share authorized | 20,000,000 |
Common stock, share issued | 12,713,750 |
Common stock, share outstanding | 12,713,750 |
Statements of Operations
Statements of Operations | 10 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operating costs | $ 971,032 |
Loss from operations | (971,032) |
Other income (expense): | |
Interest earned on marketable securities held in Trust Account | 95,349 |
Change in fair value of warranty liability | (47,727,542) |
Total other income (expense) | (47,632,193) |
Net Loss | (48,603,225) |
Class A Redeemable Ordinary Shares [Member] | |
Loss from operations | 95,349 |
Other income (expense): | |
Interest earned on marketable securities held in Trust Account | $ 95,349 |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 50,526,839 |
Earnings Per Share, Basic and Diluted | $ / shares | $ 0 |
Common Class A [Member] | |
Other income (expense): | |
Earnings Per Share, Basic and Diluted | $ / shares | $ 0 |
Class B Non Redeemable Ordinary Shares [Member] | |
Loss from operations | $ (48,698,574) |
Other income (expense): | |
Interest earned on marketable securities held in Trust Account | 95,349 |
Net Loss | $ (48,603,225) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 12,032,668 |
Earnings Per Share, Basic and Diluted | $ / shares | $ (4.05) |
Common Class B [Member] | |
Other income (expense): | |
Earnings Per Share, Basic and Diluted | $ / shares | $ (4.05) |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Equity - 10 months ended Dec. 31, 2020 - USD ($) | Total | Additional Paid-in Capital | Retained Earnings | Common Class A [Member] | Common Class B [Member] |
Beginning Balance (in Shares) at Feb. 18, 2020 | |||||
Beginning Balance at Feb. 18, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor ,shares | 13,800,000 | ||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 23,620 | $ 1,380 | ||
Sale of 50,855,000 Units, net of underwriting discounts, warrant liability and offering costs, shares | 50,855,000 | ||||
Sale of 50,855,000 Units, net of underwriting discounts, warrant liability and offering costs | 466,316,380 | 466,311,294 | $ 5,086 | ||
Cash received in excess of fair value of private warrants | 4,028,169 | 4,028,169 | |||
Class A ordinary shares subject to possible redemption,shares | (41,676,632) | ||||
Class A ordinary shares subject to possible redemption | (416,766,320) | (416,762,152) | $ (4,168) | ||
Forfeiture of Founder Shares,shares | (1,086,250) | ||||
Forfeiture of Founder Shares | 109 | $ (109) | |||
Net loss | (48,603,225) | (48,603,225) | |||
Ending Balance (in Shares) at Dec. 31, 2020 | 9,178,368 | 12,713,750 | |||
Ending Balance at Dec. 31, 2020 | $ 5,000,004 | $ 53,601,040 | $ (48,603,225) | $ 918 | $ 1,271 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders' Equity (Parenthetical) | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Proceeds from Sale, Maturity and Collection of Investments | $ 50,855,000 |
Statement of Cash Flows
Statement of Cash Flows | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (48,603,225) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Payment of formation and operating costs through promissory note | 10,031 |
Interest earned on marketable securities held in Trust Account | (95,349) |
Change in fair value of warranty liability | 47,727,542 |
Allocation of initial public offering transaction costs related to warrant liability | 821,951 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (448,935) |
Accrued expenses | 31,751 |
Net cash used in operating activities | (556,234) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (508,550,000) |
Net cash used in investing activities | (508,550,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B ordinary shares to the Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 498,379,000 |
Proceeds from sale of Private Placement Warrants | 12,171,000 |
Repayment of promissory note – related party | (207,632) |
Payments of offering costs | (473,433) |
Net cash provided by financing activities | 509,893,935 |
Net Change in Cash | 787,701 |
Cash – Ending | 787,701 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 464,537,242 |
Change in value of Class A ordinary shares subject to possible redemption | (47,770,922) |
Initial classification of warrant liability | 22,557,118 |
Deferred underwriting fee payable | 17,799,250 |
Payment of offering costs through promissory note | $ 197,601 |
Description of Organization and
Description of Organization and Business Operations | 10 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS VG Acquisition Corp. (formerly known as Bleecker Street Acquisition Corp.) (the “Company”) was incorporated in the Cayman Islands on February 19, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. 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 through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 6, 2020 the Company consummated the Initial Public Offering of 48,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $480,000,000 which is described in Note 4 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,733,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VG Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $11,600,000, which is described in Note 5 On October 14, 2020, the underwriters notified the Company of their intent to partially exercise their over-allotment option on October 16, 2020. As such, on October 16, 2020, the Company sold an additional 2,855,000 Units, at a price of $10.00 per Unit, and the sale of an additional 380,666 Private Placement Warrants to the Sponsor, at $1.50 per Private Placement Warrant, generating total proceeds of $29,121,000. A total of $28,550,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $508,550,000. Transaction costs amounted to $28,641,284, consisting of $10,171,000 of underwriting fees, $17,799,250 of deferred underwriting fees and $671,034 of other offering costs. Of the total transaction costs of the Initial Public Offering, $821,951 is included in transactions costs in the statement of operations and $27,819,333 is included in shareholders’ equity. Following the closing of the Initial Public Offering on October 6, 2020, and the partial exercise of the over-allotment option on October 16, 2020, an amount of $508,550,000 from the proceeds of the sale of the Units in the Initial Public Offering and exercise of the over-allotment option, net of underwriting fees, and the sale of the Private Placement Warrants, net of the amount reserved for payment of offering costs and working capital purposes, was placed in a trust account (the “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 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 selected by the Company 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction 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 complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $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), calculated as of two business days prior to the completion of the Business Combination. The per-share The Company will proceed with a Business Combination only 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, 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 by 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 U.S. Securities and Exchange Commission (the “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 applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5 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 provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination by October 6, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until October 6, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed 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 the 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 per-share 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 (except for the Company’s the independent registered public accounting firm) 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 the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account 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 (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 10 Months Ended |
Dec. 31, 2020 | |
Prior Period Adjustment [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Section 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of October 6, 2020 (audited) Warrant Liability $ — $ 21,365,881 $ 21,365,881 Total Liabilities 17,077,632 21,365,881 38,373,513 Ordinary Shares Subject to Possible Redemption 459,543,610 (21,365,881 ) 438,177,729 Class A Ordinary Shares 205 213 418 Additional Paid-in 5,008,771 777,231 5,786,002 Accumulated Deficit (10,349 ) (777,444 ) (787,793 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 70,284,660 $ 70,284,660 Total Liabilities 17,831,001 70,284,660 88,115,661 Ordinary Shares Subject to Possible Redemption 487,050,980 (70,284,660 ) 416,766,320 Class A Ordinary Shares 215 703 918 Additional Paid-in 5,052,250 48,548,790 53,601,040 Accumulated Deficit (53,732 ) (48,549,493 ) (48,603,225 ) Period from February 19, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (47,727,542 ) $ (47,727,542 ) Allocation of initial public offering expenses to warrant liability — (821,951 ) (821,951 ) Net loss (53,732 ) (48,549,493 ) (48,603,225 ) Basic and diluted net loss per share, Class B ordinary shares (0.01 ) (4.11 ) (4.12 ) Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited) Net loss $ (53,732 ) $ (48,549,493 ) $ (48,603,225 ) Change in fair value of warrant liability — 47,727,542 47,727,542 Allocation of initial public offering costs to warrant liability — 821,951 821,951 Initial classification of warrant liability — 22,557,118 22,557,118 Initial classification of Class A ordinary shares subject to possible redemption 487,094,360 [22,557,118 ] 464,537,242 Change in value of Class A ordinary shares subject to possible redemption (43,380 ) (47,727,542 ) (47,770,922 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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 invested in U.S. Treasury Bills. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, which were previously charged to stockholder’s equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. Accordingly, included in the statement of operations for the period from February 19, 2020 (inception) through December 31, 2020 is $821,951 of transaction costs related to the warrants. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a probability adjusted Black-Scholes valuation. The fair value of the public warrants was originally estimated using a Monte Carlo simulation approach (see Note 8) and measured utilizing the public trading price at December 31, 2020. 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 as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $27,819,333 were charged to shareholder’s equity upon the completion of the Initial Public Offering and the underwriter’s exercise of the overallotment, and the remaining $821,951 of offering costs related to the warrant liability were charged to operations. Income Taxes ASC Topic 740, “Income Taxes,” 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction 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. The Company is subject to income tax examinations since inception. Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 25,065,666 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 95,349 Net Earnings $ 95,349 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 50,526,839 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (48,603,225 ) Redeemable Net Earnings (95,349 ) Non-Redeemable $ (48,698,574 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 12,032,668 Loss/Basic and Diluted Non-Redeemable $ (4.05 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable 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 Company’s balance sheet, primarily due to their short-term nature. 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 Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 10 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering Disclosure [Abstract] | |
Initial Public Offering | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 50,855,000 Units, inclusive of 2,855,000 Units sold to the underwriters on October 16, 2020 upon the underwriters’ election to partially exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third 7 |
Related Party Transactions
Related Party Transactions | 10 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In February 2020, the Company issued 11,500,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000. On September 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors. On October 1, 2020, the Company effected a 6-for-5 share The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 7,733,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $11,600,000. On October 16, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 380,666 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $571,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7 Promissory Note—Related Party On February 28, 2020, the Company issued a Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest 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 (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination 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. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement The Company entered into an agreement, commencing on October 1, 2020, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For period from February 19, 2020 (inception) through December 31, 2020, the Company incurred $30,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 10 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $17,799,250 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 agreement. 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 with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable 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 commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th 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 warrant; • upon not less than 30 days’ prior written notice of redemption; • to each warrant holder; and • if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). 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. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering 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 period. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined, based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. 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 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 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, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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 |
Shareholder's Equity
Shareholder's Equity | 10 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 Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one one-for-one |
Fair Value Measurements
Fair Value Measurements | 10 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 — FAIR VALUE MEASUREMENTS 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. Cash and Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic “Investments Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $4,492 in cash and $508,640,857 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. 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. The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Cost Gross Holding Gain Fair Value U.S. Treasury Securities (Mature on 3/11/2021) 1 $ 508,640,857 $ 7,922 $ 508,648,779 On March 11, 2021, the full balance of the maturing U.S. Treasury Securities was placed into a money market fund. Warrant Liability The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the balance sheet. The warrant liability is measured at fair value at issuance and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the statement of operations. The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020: Level Fair Value Liabilities: Warrant Liability – Public Warrants 1 $ 25,332,518 Warrant Liability – Private Placement Warrants 3 $ 44,952,142 Initial Measurement The Company established the initial fair value for the Warrants on October 6, 2020, the date of the Company’s Initial Public (and on October 16, 2020, the date of exercise of the underwriter’s overallotment), Offering, using a Monte Carlo simulation model for the Public Warrants and the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-fourth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, 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 Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input Initial Measurement Risk-free interest rate 0.48 % Expected term (years) 1.5 Expected volatility 40.0 % Exercise price $ 11.50 Fair value of Units $ 9.94 At the initial measurement dates, the fair value of the Private Placement Warrants and Public Warrants were determined to be $1.00 and $0.85 per warrant for aggregate values of $8.1 million and $14.4 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. The following table presents the changes in the fair value of warrant liability: Private Level Public Level Warrant Fair value as of February 19, 2020 (inception) $ — $ — $ — Initial measurement on October 6, 2020 7,760,812 3 13,605,069 3 21,365,881 Initial measurement on October 16, 2020 382,019 3 809,218 3 1,191,237 Change in fair value of warrant liability 17,189,687 3 30,537,855 1 47,727,542 Fair value as of December 31, 2020 $ 25,332,518 $ 44,952,142 $ 70,284,660 On November 23, 2020, the date at which the Public Warrants were able to be separately traded, the Company was able to use quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants. Accordingly, the Company had transfers out of Level 3 totaling $14,414,287 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. |
Subsequent Events
Subsequent Events | 10 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described in Note 2 or below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 4, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Chrome Merger Sub, Inc., a Delaware corporation (“VGAC Merger Sub”), and 23andMe, Inc., a Delaware corporation (“23andMe”). The Merger Agreement provides for, among other things, the following transactions on the closing date: (i) the Company will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed to “23andMe Holding Co.,” (B) each then-issued and outstanding Class A ordinary share of the Company will convert automatically into one share of Class A common stock of the Company (the “New 23andMe Class A Common Stock”), (C) each then-issued and outstanding Class B ordinary share of the Company will convert automatically into one share of New 23andMe Class A Common Stock, and (D) each then-issued and outstanding common warrant of the Company will convert automatically into one warrant to purchase one share of New 23andMe Class A Common Stock; and (ii) following the Domestication, VGAC Merger Sub will merge with and into 23andMe, with 23andMe as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of the Company (the “Merger”). In accordance with the terms and subject to the conditions of the Merger Agreement, based on an implied equity value of $3.6 billion, (i) each share of 23andMe Class A common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New 23andMe Class A Common Stock, as determined in the Merger Agreement (the “Share Conversion Ratio”), (ii) each share of 23andMe Class B common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New 23andMe Class B Common Stock, as determined pursuant to the Share Conversion Ratio, (iii) each share of 23andMe preferred stock will be converted into shares of 23andMe Class B common stock immediately prior to the consummation of the Merger and such shares of 23andMe Class B common stock will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New 23andMe Class B Common Stock, as determined in the Merger Agreement, (iv) vested options of 23andMe will convert into a number of shares of 23andMe Class A common stock determined in accordance with the Share Conversion Ratio, net of shares withheld to pay the applicable exercise price and tax withholding, or in certain limited cases, be assumed by VGAC and converted into comparable options that are exercisable for shares of New 23andMe Class A Common Stock, with a value determined in accordance with the Share Conversion Ratio, and (v) unvested options of 23andMe will be assumed by VGAC and converted into comparable options that are exercisable for shares of New 23andMe Class A Common Stock, with a value determined in accordance with the Share Conversion Ratio. The Merger will be consummated subject to certain conditions as further described in the Merger Agreement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 10 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held invested in U.S. Treasury Bills. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, which were previously charged to stockholder’s equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. Accordingly, included in the statement of operations for the period from February 19, 2020 (inception) through December 31, 2020 is $821,951 of transaction costs related to the warrants. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a probability adjusted Black-Scholes valuation. The fair value of the public warrants was originally estimated using a Monte Carlo simulation approach (see Note 8) and measured utilizing the public trading price at December 31, 2020. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in 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 as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $27,819,333 were charged to shareholder’s equity upon the completion of the Initial Public Offering and the underwriter’s exercise of the overallotment, and the remaining $821,951 of offering costs related to the warrant liability were charged to operations. |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction 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. The Company is subject to income tax examinations since inception. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 25,065,666 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 95,349 Net Earnings $ 95,349 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 50,526,839 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (48,603,225 ) Redeemable Net Earnings (95,349 ) Non-Redeemable $ (48,698,574 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 12,032,668 Loss/Basic and Diluted Non-Redeemable $ (4.05 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable |
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 Company’s balance sheet, primarily due to their short-term nature. |
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 Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
Prior Period Adjustment [Abstract] | |
Summary of warrants as components of equity instead of as derivative liabilities | The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of October 6, 2020 (audited) Warrant Liability $ — $ 21,365,881 $ 21,365,881 Total Liabilities 17,077,632 21,365,881 38,373,513 Ordinary Shares Subject to Possible Redemption 459,543,610 (21,365,881 ) 438,177,729 Class A Ordinary Shares 205 213 418 Additional Paid-in 5,008,771 777,231 5,786,002 Accumulated Deficit (10,349 ) (777,444 ) (787,793 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 70,284,660 $ 70,284,660 Total Liabilities 17,831,001 70,284,660 88,115,661 Ordinary Shares Subject to Possible Redemption 487,050,980 (70,284,660 ) 416,766,320 Class A Ordinary Shares 215 703 918 Additional Paid-in 5,052,250 48,548,790 53,601,040 Accumulated Deficit (53,732 ) (48,549,493 ) (48,603,225 ) Period from February 19, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (47,727,542 ) $ (47,727,542 ) Allocation of initial public offering expenses to warrant liability — (821,951 ) (821,951 ) Net loss (53,732 ) (48,549,493 ) (48,603,225 ) Basic and diluted net loss per share, Class B ordinary shares (0.01 ) (4.11 ) (4.12 ) Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited) Net loss $ (53,732 ) $ (48,549,493 ) $ (48,603,225 ) Change in fair value of warrant liability — 47,727,542 47,727,542 Allocation of initial public offering costs to warrant liability — 821,951 821,951 Initial classification of warrant liability — 22,557,118 22,557,118 Initial classification of Class A ordinary shares subject to possible redemption 487,094,360 [22,557,118 ] 464,537,242 Change in value of Class A ordinary shares subject to possible redemption (43,380 ) (47,727,542 ) (47,770,922 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 95,349 Net Earnings $ 95,349 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 50,526,839 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (48,603,225 ) Redeemable Net Earnings (95,349 ) Non-Redeemable $ (48,698,574 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 12,032,668 Loss/Basic and Diluted Non-Redeemable $ (4.05 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 10 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of financial Asset measured at fair value on recurring basis | The gross holding gains and fair value of held-to-maturity Held-To-Maturity Level Amortized Cost Gross Holding Gain Fair Value U.S. Treasury Securities (Mature on 3/11/2021) 1 $ 508,640,857 $ 7,922 $ 508,648,779 |
Summary of fair value measurement inputs and techniques | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input Initial Measurement Risk-free interest rate 0.48 % Expected term (years) 1.5 Expected volatility 40.0 % Exercise price $ 11.50 Fair value of Units $ 9.94 |
Schedule of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of warrant liability: Private Level Public Level Warrant Fair value as of February 19, 2020 (inception) $ — $ — $ — Initial measurement on October 6, 2020 7,760,812 3 13,605,069 3 21,365,881 Initial measurement on October 16, 2020 382,019 3 809,218 3 1,191,237 Change in fair value of warrant liability 17,189,687 3 30,537,855 1 47,727,542 Fair value as of December 31, 2020 $ 25,332,518 $ 44,952,142 $ 70,284,660 |
Summary of liabilities measured at fair value on a recurring basis | The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020: Level Fair Value Liabilities: Warrant Liability – Public Warrants 1 $ 25,332,518 Warrant Liability – Private Placement Warrants 3 $ 44,952,142 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Oct. 16, 2020 | Oct. 06, 2020 | Oct. 16, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 29,121,000 | $ 480,000,000 | |||
Sale of warrants | $ 12,171,000 | ||||
Share price (in Dollars per share) | $ 10 | $ 10 | |||
Net proceeds | $ 28,550,000 | ||||
Proceeds held in Trust Account | 508,550,000 | $ 508,550,000 | |||
Business Acquisition, Transaction Costs | 28,641,284 | $ 28,641,284 | |||
Consisting fees | 10,171,000 | ||||
Deferred underwriting fees | 17,799,250 | ||||
Other offering costs | $ 671,034 | ||||
Business combination acquire description | Following the closing of the Initial Public Offering on October 6, 2020, and the partial exercise of the over-allotment option on October 16, 2020, an amount of $508,550,000 from the proceeds of the sale of the Units in the Initial Public Offering and exercise of the over-allotment option, net of underwriting fees, and the sale of the Private Placement Warrants, net of the amount reserved for payment of offering costs and working capital purposes, was placed in a trust account (the “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 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 selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. | ||||
Business acquisition of voting percentage | 50.00% | 50.00% | |||
Business combination net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Public Shares, without the prior consent | 15.00% | 15.00% | |||
Business combination redeem | 100.00% | 100.00% | |||
Business combination agreement | If the Company has not completed 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit 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 tax obligations (less up to $100,000 of interest income to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), 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. | ||||
Business combination trust account description | (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account 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 | ||||
Payments of Stock Issuance Costs | $ 473,433 | ||||
Sponsor [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | 11,600,000 | ||||
Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 380,666 | ||||
Sale of warrants | $ 7,733,333 | ||||
Share price (in Dollars per share) | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 2,855,000 | $ 508,550,000 | |||
Initial Public Offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Share price (in Dollars per share) | $ 10 | $ 10 | |||
Other offering costs | $ 821,951 | ||||
Fair market value, percentage | 80.00% | ||||
Payments of Stock Issuance Costs | $ 27,819,333 | ||||
Common Class A [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Initial Public Offering | $ 48,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | Dec. 31, 2020 |
Prior Period Adjustment [Abstract] | |
Percent of outstanding shares tender or exchange offer made | 50.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary of warrants as components of equity instead of as derivative liabilities (Detail) - USD ($) | 10 Months Ended | |
Dec. 31, 2020 | Oct. 06, 2020 | |
Balance sheet as of October 6, 2020 (audited) | ||
Warrant Liability | $ 70,284,660 | |
Total Liabilities | 88,115,661 | |
Ordinary Shares Subject to Possible Redemption | 416,766,320 | |
Class A Ordinary Shares | 918 | |
Additional paid-in capital | 53,601,040 | |
Accumulated deficit | (48,603,225) | |
Period from February 19, 2020 (inception) to December 31, 2020 (audited) | ||
Change in fair value of warranty liability | (47,727,542) | |
Net loss | (48,603,225) | |
Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited) | ||
Net loss | (48,603,225) | |
Change in fair value of warranty liability | 47,727,542 | |
Allocation of initial public offering costs to warrant liability | (821,951) | |
Initial classification of warrant liability | 22,557,118 | |
Initial classification of Class A ordinary shares subject to possible redemption | 464,537,242 | |
Change in value of Class A ordinary shares subject to possible redemption | (47,770,922) | |
As Previously Reported [Member] | ||
Balance sheet as of October 6, 2020 (audited) | ||
Total Liabilities | 17,831,001 | $ 17,077,632 |
Ordinary Shares Subject to Possible Redemption | 487,050,980 | 459,543,610 |
Class A Ordinary Shares | 215 | 205 |
Additional paid-in capital | 5,052,250 | 5,008,771 |
Accumulated deficit | (53,732) | (10,349) |
Period from February 19, 2020 (inception) to December 31, 2020 (audited) | ||
Net loss | $ (53,732) | |
Basic and diluted net loss per share, Class B ordinary shares | $ (0.01) | |
Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited) | ||
Net loss | $ (53,732) | |
Initial classification of Class A ordinary shares subject to possible redemption | 487,094,360 | |
Change in value of Class A ordinary shares subject to possible redemption | (43,380) | |
Adjustments [Member] | ||
Balance sheet as of October 6, 2020 (audited) | ||
Warrant Liability | 70,284,660 | 21,365,881 |
Total Liabilities | 70,284,660 | 21,365,881 |
Ordinary Shares Subject to Possible Redemption | (70,284,660) | (21,365,881) |
Class A Ordinary Shares | 703 | 213 |
Additional paid-in capital | 48,548,790 | 777,231 |
Accumulated deficit | (48,549,493) | (777,444) |
Period from February 19, 2020 (inception) to December 31, 2020 (audited) | ||
Change in fair value of warranty liability | (47,727,542) | |
Allocation of initial public offering expenses to warrant liability | (821,951) | |
Net loss | $ (48,549,493) | |
Basic and diluted net loss per share, Class B ordinary shares | $ (4.11) | |
Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited) | ||
Net loss | $ (48,549,493) | |
Change in fair value of warranty liability | 47,727,542 | |
Allocation of initial public offering costs to warrant liability | 821,951 | |
Initial classification of warrant liability | 22,557,118 | |
Initial classification of Class A ordinary shares subject to possible redemption | (22,557,118) | |
Change in value of Class A ordinary shares subject to possible redemption | (47,727,542) | |
As Restated [Member] | ||
Balance sheet as of October 6, 2020 (audited) | ||
Warrant Liability | 70,284,660 | 21,365,881 |
Total Liabilities | 88,115,661 | 38,373,513 |
Ordinary Shares Subject to Possible Redemption | 416,766,320 | 438,177,729 |
Class A Ordinary Shares | 918 | 418 |
Additional paid-in capital | 53,601,040 | 5,786,002 |
Accumulated deficit | (48,603,225) | $ (787,793) |
Period from February 19, 2020 (inception) to December 31, 2020 (audited) | ||
Change in fair value of warranty liability | (47,727,542) | |
Allocation of initial public offering expenses to warrant liability | (821,951) | |
Net loss | $ (48,603,225) | |
Basic and diluted net loss per share, Class B ordinary shares | $ (4.12) | |
Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited) | ||
Net loss | $ (48,603,225) | |
Change in fair value of warranty liability | 47,727,542 | |
Allocation of initial public offering costs to warrant liability | 821,951 | |
Initial classification of warrant liability | 22,557,118 | |
Initial classification of Class A ordinary shares subject to possible redemption | 464,537,242 | |
Change in value of Class A ordinary shares subject to possible redemption | $ (47,770,922) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 10 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs amounting | $ 473,433 |
Tax provision | 0 |
Federal depository insurance coverage limit | 250,000 |
Allocation of initial public offering transaction costs related to warrant liability | 821,951 |
Dilutive Securities, Effect on Basic Earnings Per Share | 0 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs amounting | $ 27,819,333 |
Class A ordinary shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 25,065,666 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of basic and diluted net income (loss) per ordinary share (Detail) | 10 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Interest Income | $ 95,349 |
Net Earnings | (971,032) |
Net loss | (48,603,225) |
Redeemable Net Earnings | (95,349) |
Non-Redeemable Net Loss | (971,032) |
Class A Redeemable Ordinary Shares [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Interest Income | 95,349 |
Net Earnings | 95,349 |
Redeemable Net Earnings | (95,349) |
Non-Redeemable Net Loss | $ 95,349 |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 50,526,839 |
Earnings Per Share, Basic and Diluted | $ / shares | $ 0 |
Class B Non Redeemable Ordinary Shares [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Interest Income | $ 95,349 |
Net Earnings | (48,698,574) |
Net loss | (48,603,225) |
Redeemable Net Earnings | (95,349) |
Non-Redeemable Net Loss | $ (48,698,574) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 12,032,668 |
Earnings Per Share, Basic and Diluted | $ / shares | $ (4.05) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | |
Oct. 16, 2020 | Dec. 31, 2020 | |
Initial Public Offering (Details) [Line Items] | ||
Number of units issued | 50,855,000 | |
Purchase price | $ 9.94 | |
Description of warrant consists | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of units issued | 2,855,000 | |
Purchase price | $ 10 | |
Class A ordinary share [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Warrant exercise price | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 20, 2020 | Oct. 16, 2020 | Feb. 29, 2020 | Dec. 31, 2020 | Oct. 06, 2020 | Oct. 01, 2020 | Feb. 28, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Purchase price of founder (in Dollars) | $ 466,316,380 | ||||||
Shareholder outstanding shares percentage | 100.00% | ||||||
Sponsor, Description | (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. | ||||||
Private placement warrants purchase price (in Dollars) | $ 11,600,000 | ||||||
Working capital loans (in Dollars) | $ 1,500,000 | ||||||
Sale of price per share (in Dollars per share) | $ 1.50 | ||||||
Payment of sponsor (in Dollars) | $ 10,000 | ||||||
Accrued Liabilities [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Related party transaction expenses | $ 30,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Sponsor transferred founder shares | 30,000 | ||||||
Common stock, share outstanding | 12,713,750 | ||||||
Common stock, share issued | 12,713,750 | ||||||
Forfeiture of founder shares | 1,086,250 | ||||||
Shareholder outstanding shares percentage | 20.00% | ||||||
Promissory Note—Related Party [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Principal amount (in Dollars) | $ 250,000 | ||||||
Outstanding under promissory note (in Dollars) | $ 207,632 | ||||||
Private Placement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Private placement warrants shares | 7,733,333 | ||||||
Private placement warrants price per share (in Dollars per share) | $ 1.50 | $ 1.50 | |||||
Additional private placement warrants | 380,666 | ||||||
Additional private placement warrants purchase price (in Dollars) | $ 571,000 | ||||||
Common Class B [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Issuance of common stock to ordinary shares | 13,800,000 | ||||||
Common stock, share outstanding | 12,713,750 | ||||||
Common stock, share issued | 12,713,750 | ||||||
Forfeiture of founder shares | 1,086,250 | ||||||
Common Class B [Member] | Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Issuance of common stock to ordinary shares | 11,500,000 | ||||||
Purchase price of founder (in Dollars) | $ 25,000 | ||||||
Common stock, share issued | 13,800,000 | ||||||
Common Class A [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Issuance of common stock to ordinary shares | 50,855,000 | ||||||
Purchase price of founder (in Dollars) | $ 5,086 | ||||||
Common stock, share outstanding | 9,178,368 | ||||||
Common stock, share issued | 9,178,368 | ||||||
Private placement warrants price per share (in Dollars per share) | $ 11.50 | ||||||
Common Class A [Member] | Private Placement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Exercisable price of warrants (in Dollars per share) | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 10 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Commitments and Contingencies [Line Items] | |
Deferred underwriting discount | $ / shares | $ 0.35 |
Deferred underwriting fees | $ | $ 17,799,250 |
Business combination, warrants expire | 5 years |
Warrant [Member] | |
Commitments and Contingencies [Line Items] | |
Description of warrant redemption | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00—Once the warrants become exercisable, the Company may redeem the outstanding 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; • to each warrant holder; and • if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). |
Warrant One [Member] | |
Commitments and Contingencies [Line Items] | |
Description of warrant redemption | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined, based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above. |
Class A common stock | |
Commitments and Contingencies [Line Items] | |
Business combination related, description | In addition, if (x) 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 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, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | 10 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholder's Equity (Details) [Line Items] | |
Preference shares, authorized | 1,000,000 |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Temporary Equity, Shares Outstanding | 41,676,632 |
Common Class A [Member] | |
Shareholder's Equity (Details) [Line Items] | |
Common stock, share authorized | 200,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, share issued | 9,178,368 |
Common stock, share outstanding | 9,178,368 |
Temporary Equity, Shares Outstanding | 41,676,632 |
Common Class B [Member] | |
Shareholder's Equity (Details) [Line Items] | |
Common stock, share authorized | 20,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, share issued | 12,713,750 |
Common stock, share outstanding | 12,713,750 |
Common Class B [Member] | Over-Allotment Option [Member] | |
Shareholder's Equity (Details) [Line Items] | |
Common stock issued and outstanding, percentage | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Detail) - Fair Value, Recurring [Member] - US Treasury Securities [Member] | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Held-To-Maturity | Mar. 11, 2021 |
Amortized Cost | $ 508,640,857 |
Gross Holding Gain | 7,922 |
Fair Value | 508,648,779 |
Level1 [member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Fair Value | $ 1 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of liabilities measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] | Dec. 31, 2020USD ($) |
Public Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Liabilities | $ 25,332,518 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Liabilities | 1 |
Private Placement [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Liabilities | 44,952,142 |
Private Placement [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Liabilities | $ 3 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of fair value measurement inputs and techniques (Detail) - $ / shares | 10 Months Ended | |
Dec. 31, 2020 | Oct. 16, 2020 | |
Fair Value Disclosures [Abstract] | ||
Risk-free interest rate | 0.48% | |
Expected term (years) | 1 year 6 months | |
Expected volatility | 40.00% | |
Exercise price | $ 11.50 | |
Fair value of Units | $ 9.94 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of changes in the fair value of warrant liabilities (Detail) | 10 Months Ended |
Dec. 31, 2020USD ($) | |
Changes In Fair Value Of Warrant Liabilities [Line Items] | |
Change in fair value of warrant liability | $ 47,727,542 |
Private Placement [Member] | |
Changes In Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of February 19, 2020 (inception) | |
Fair value as of December 31, 2020 | 25,332,518 |
Private Placement [Member] | Fair Value, Inputs, Level 3 [Member] | |
Changes In Fair Value Of Warrant Liabilities [Line Items] | |
Initial measurement on October 6, 2020 | 7,760,812 |
Initial measurement on October 16, 2020 | 382,019 |
Change in fair value of warrant liability | 17,189,687 |
Public Warrants [Member] | |
Changes In Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of February 19, 2020 (inception) | |
Fair value as of December 31, 2020 | 44,952,142 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Changes In Fair Value Of Warrant Liabilities [Line Items] | |
Change in fair value of warrant liability | 30,537,855 |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Changes In Fair Value Of Warrant Liabilities [Line Items] | |
Initial measurement on October 6, 2020 | 13,605,069 |
Initial measurement on October 16, 2020 | 809,218 |
Warrant liability [Member] | |
Changes In Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of February 19, 2020 (inception) | |
Initial measurement on October 6, 2020 | 21,365,881 |
Initial measurement on October 16, 2020 | 1,191,237 |
Change in fair value of warrant liability | 47,727,542 |
Fair value as of December 31, 2020 | $ 70,284,660 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Nov. 23, 2020 | Dec. 31, 2020 | Oct. 16, 2020 | Oct. 06, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value measurement with unobservable inputs reconciliation recurring basis liabilities transfers out of level 3 | $ 14,414,287 | |||
Private Placement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Class of warrant or right exercise price of warrants or rights | $ 1.50 | $ 1.50 | ||
Initial Measurement [Member] | Private Placement [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Aggregate value of liabilities at fair value | $ 8,100,000 | |||
Class of warrant or right exercise price of warrants or rights | $ 1 | |||
Initial Measurement [Member] | Public Warrants [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Aggregate value of liabilities at fair value | $ 14,400,000 | |||
Class of warrant or right exercise price of warrants or rights | $ 0.85 | |||
Cash [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Assets Held-in-trust, Current | $ 4,492 | |||
US Treasury Securities [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Assets Held-in-trust, Current | $ 508,640,857 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Billions | Feb. 04, 2021USD ($) |
Subsequent Event [Member] | VGAC Merger Sub [Member] | |
Subsequent Event [Line Items] | |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 3.6 |