Cover Page
Cover Page - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Mar. 17, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-39586 | |
Entity Registrant Name | Avanti Acquisition Corp. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, State or Province | KY | |
Entity Central Index Key | 0001819608 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Public Float | $ 616,800,000 | |
ICFR Auditor Attestation Flag | true | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | AVAN | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 60,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,000,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | AVAN.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of 11.50 | |
Trading Symbol | AVAN WS | |
Security Exchange Name | NYSE |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,194,821 |
Prepaid expenses | 20,949 |
Total Current Assets | 1,215,770 |
Marketable securities held in Trust Account | 600,008,617 |
TOTAL ASSETS | 601,224,387 |
Current liabilities | |
Accounts payable and accrued expenses | 2,250 |
Accrued offering costs | 3,193 |
Total Current Liabilities | 5,443 |
Deferred underwriting fee payable | 21,000,000 |
Total Liabilities | 21,005,443 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 57,521,894 shares at $10.00 per share | 575,218,940 |
Shareholder's Equity | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | |
Additional paid-in capital | 5,215,409 |
Accumulated deficit | (217,153) |
Total Shareholders' Equity | 5,000,004 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 601,224,387 |
Class A Ordinary Share [Member] | |
Shareholder's Equity | |
Ordinary shares | 248 |
Total Shareholders' Equity | 248 |
Class B Ordinary Share [Member] | |
Shareholder's Equity | |
Ordinary shares | 1,500 |
Total Shareholders' Equity | $ 1,500 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Class A Ordinary Share [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 |
Common Stock, Shares, Issued | 2,478,106 |
Common Stock, Shares, Outstanding | 2,478,106 |
Shares subject to possible redemption | 57,521,894 |
Redemption price per share | $ / shares | $ 10 |
Class B Ordinary Share [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 |
Common Stock, Shares, Issued | 15,000,000 |
Common Stock, Shares, Outstanding | 15,000,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operating costs | $ 225,770 |
Loss from operations | (225,770) |
Other income: | |
Interest earned on marketable securities held in Trust Account | 8,617 |
Net Loss | $ (217,153) |
Class A Ordinary Share [Member] | |
Other income: | |
Weighted average shares outstanding of Class A redeemable ordinary shares | shares | 60,000,000 |
Basic and diluted net loss per ordinary shares | $ / shares | $ 0 |
Class B Ordinary Share [Member] | |
Other income: | |
Weighted average shares outstanding of Class B non-redeemable ordinary shares | shares | 15,000,000 |
Basic and diluted net loss per ordinary shares | $ / shares | $ (0.02) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY | 5 Months Ended |
Dec. 31, 2020USD ($)shares | |
Issuance of Class B ordinary shares to Sponsor | $ 25,000 |
Sale of 60,000,000 Units, net of underwriting discounts and offering costs, shares | shares | 60,000,000 |
Sale of 60,000,000 Units, net of underwriting discounts and offering costs, value | $ 566,411,097 |
Sale of 14,000,000 private placement warrants, value | 14,000,000 |
Class A Ordinary shares subject to possible redemption, value | (575,218,940) |
Net loss | (217,153) |
Ending balance | 5,000,004 |
Additional Paid-in Capital [Member] | |
Issuance of Class B ordinary shares to Sponsor | 23,275 |
Sale of 60,000,000 Units, net of underwriting discounts and offering costs, value | 566,405,097 |
Sale of 14,000,000 private placement warrants, value | 14,000,000 |
Forfeiture of founder shares, value | 225 |
Class A Ordinary shares subject to possible redemption, value | (575,213,188) |
Ending balance | 5,215,409 |
Accumulated Deficit [Member] | |
Net loss | (217,153) |
Ending balance | $ (217,153) |
Class A Ordinary Share [Member] | |
Sale of 60,000,000 Units, net of underwriting discounts and offering costs, shares | shares | 60,000,000 |
Sale of 60,000,000 Units, net of underwriting discounts and offering costs, value | $ 6,000 |
Class A Ordinary shares subject to possible redemption, shares | shares | (57,521,894) |
Class A Ordinary shares subject to possible redemption, value | $ (5,752) |
Ending balance, shares | shares | 2,478,106 |
Ending balance | $ 248 |
Class B Ordinary Share [Member] | |
Issuance of Class B ordinary shares to Sponsor, shares | shares | 17,250,000 |
Issuance of Class B ordinary shares to Sponsor | $ 1,725 |
Forfeiture of founder shares | shares | (2,250,000) |
Forfeiture of founder shares, value | $ (225) |
Ending balance, shares | shares | 15,000,000 |
Ending balance | $ 1,500 |
STATEMENT OF CHANGES IN SHARE_2
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) | 5 Months Ended |
Dec. 31, 2020shares | |
Sale of units, net of underwriting discounts and offering costs | 60,000,000 |
Warrants [Member] | |
Sale of private placement warrants | 14,000,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (217,153) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (8,617) |
Prepaid expenses | 5,851 |
Accounts payable and accrued expenses | 2,250 |
Net cash used in operating activities | (217,669) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (600,000,000) |
Net cash used in investing activities | (600,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 588,000,000 |
Proceeds from sale of Private Placement Warrants | 14,000,000 |
Advances from related party | 4,757,468 |
Repayment of advances from related party | (4,757,468) |
Proceeds from promissory note - related party | 142,532 |
Repayment of promissory note - related party | (300,000) |
Payments of offering costs | (430,042) |
Net cash provided by financing activities | 601,412,490 |
Net Change in Cash | 1,194,821 |
Cash – Ending | 1,194,821 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 575,427,960 |
Change in value of Class A ordinary shares subject to possible redemption | (209,020) |
Deferred underwriting fee payable | 21,000,000 |
Offering costs included in accrued offering costs | 3,193 |
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 25,000 |
Offering costs through promissory note – related party | 130,668 |
Payment of prepaid expenses through promissory note – related party | $ 26,800 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Avanti Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on July 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (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, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating 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 60,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $600,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 14,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Avanti Acquisition SCSp (the “Sponsor”), generating gross proceeds of $14,000,000, which is described in Note 4. Transaction costs amounted to $33,588,903, consisting of $12,000,000 of underwriting fees, $21,000,000 of deferred underwriting fees and $588,903 of other offering costs. In addition, at December 31, 2020, cash of $1,194,821 was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on October 6, 2020, an amount of $600,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and will be 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 the 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. So long as the Company’s securities are then listed on the NYSE, the Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts and taxes payable on the income earned) at the time of the signing of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at a shareholder meeting, are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to 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 law, or the Company decides to obtain shareholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor, executive officers and directors (the “initial shareholders”) have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial shareholders have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of the Company’s initial Business Combination and (ii) a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination by October 6, 2022 or (B) with respect to any other provision relating to the rights of holders of the Public Shares. The Company will have until October 6, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor 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 auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. 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, at December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes 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. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants exercisable to purchase 44,000,000 Class A ordinary shares issued in connection with the Initial Public Offering and the private placement since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of 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 loss per ordinary share (in dollars, except per share amounts): For the Period from July 24, 2020 (inception) Through December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 8,617 Net Earnings $ 8,617 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 60,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (217,153 ) Redeemable Net Earnings $ (8,617 ) Non-Redeemable $ (225,770 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 15,000,000 Loss/Basic and Diluted Non-Redeemable $ (0.02 ) 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 | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING On October 6, 2020, pursuant to the Initial Public Offering, the Company sold 60,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On July 25, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 14,375,000 Class B ordinary shares, par value $0.0001. On October 1, 2020 the Company effected a share capitalization resulting in 17,250,000 Class B ordinary shares issued and outstanding (the “Founder Shares”). All share and per-share as-converted The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell their Founder Shares until the earlier of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 14,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $14,000,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. Advance from Related Party During October 2020, the Sponsor advanced $957,468 to the Company in order to fund the Company’s ongoing working capital needs. The advances were non-interest Promissory Note — Related Party On July 25, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination 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 $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholder Rights Pursuant to a registration and shareholder rights agreement entered into on October 6, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $21,000,000 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. Forward Purchase Agreements In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement with the Sponsor, pursuant to which the Sponsor committed to purchase from the Company up to 10,000,000 forward purchase units, each consisting of one Class A ordinary share (“forward purchase share”) and one-half The proceeds from the sale of these forward purchase units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares and the payment of deferred underwriting commissions) and any other equity or debt financing obtained by the Company in connection with a Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the Sponsor may purchase less than 10,000,000 forward purchase units. In addition, the Sponsor’s commitment under the forward purchase agreement are subject to approval, prior to the Company entering into a definitive agreement for a Business Combination, of its investment committee |
Shareholder's Equity
Shareholder's Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | NOTE 6 — 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 other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination or earlier at the option of the holders thereof on a one-for-one as-converted Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act 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 described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Public Warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Company’s initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided • if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading If and when the Public 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. 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, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company has not completed a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. 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 (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 7 — 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. At December 31, 2020, assets held in the Trust Account were comprised of $600,008,617 in money market funds which are invested in U.S. Treasury Securities. During the period 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: Description Level December 31, 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 600,008,617 |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 — 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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) | 5 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
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, at December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Income Tax | 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. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants exercisable to purchase 44,000,000 Class A ordinary shares issued in connection with the Initial Public Offering and the private placement since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of 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 loss per ordinary share (in dollars, except per share amounts): For the Period from July 24, 2020 (inception) Through December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 8,617 Net Earnings $ 8,617 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 60,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (217,153 ) Redeemable Net Earnings $ (8,617 ) Non-Redeemable $ (225,770 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 15,000,000 Loss/Basic and Diluted Non-Redeemable $ (0.02 ) 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Table) | 5 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per ordinary share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from July 24, 2020 (inception) Through December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 8,617 Net Earnings $ 8,617 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 60,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (217,153 ) Redeemable Net Earnings $ (8,617 ) Non-Redeemable $ (225,770 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 15,000,000 Loss/Basic and Diluted Non-Redeemable $ (0.02 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of assets measured at fair value on a recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 600,008,617 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Oct. 06, 2020 | Dec. 31, 2020 |
Description of Organization and Business Operations [Line Items] | ||
Proceeds from issuance of warrants | $ 14,000,000 | |
Transaction costs | $ 33,588,903 | |
Underwriting fees | 12,000,000 | |
Deferred underwriting fees | 21,000,000 | |
Other offering costs | $ 588,903 | |
Cash | 1,194,821 | |
Percent of net assets held in the Trust Account for business combination | 80.00% | |
Percent of outstanding voting right | 50.00% | |
Minimum tangible assets required for business combination | $ 5,000,001 | |
Percent of shares restricted for redemption | 15.00% | |
Percent of redemption of public shares | 100.00% | |
Interest on dissolution expenses | $ 100,000 | |
Trust Account | ||
Description of Organization and Business Operations [Line Items] | ||
Share price | $ 10 | |
Trust Account | Maximum [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Share price | $ 10 | |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Number of warrants issued | 14,000,000 | |
Warrant issue price | $ 1 | |
Proceeds from issuance of warrants | $ 14,000,000 | $ 14,000,000 |
IPO | ||
Description of Organization and Business Operations [Line Items] | ||
Sale of stock, number of shares issued in transaction | 60,000,000 | |
Proceeds from issuance initial public offering | $ 600,000,000 | |
Sale of stock, price per share | $ 10 | |
Pro Rata | ||
Description of Organization and Business Operations [Line Items] | ||
Sale of stock, price per share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($)shares | |
Unrecognized tax benefits | $ 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 |
Antidilutive securities | shares | 44,000,000 |
Federal depository insurance coverage | $ 250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of basic and diluted net loss per ordinary share (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net Loss | $ (217,153) |
Class A Ordinary Share [Member] | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | 8,617 |
Net Earnings | $ 8,617 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted | shares | 60,000,000 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ / shares | $ 0 |
Class B Ordinary Share [Member] | |
Numerator: Net Loss minus Redeemable Net Earnings | |
Redeemable Net Earnings | $ (8,617) |
Non-Redeemable Net Loss | $ (225,770) |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | |
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | shares | 15,000,000 |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ (0.02) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | Oct. 06, 2020$ / sharesshares |
IPO | |
Sale of stock, number of shares issued in transaction | shares | 60,000,000 |
Sale of stock, price per share | $ 10 |
Warrant [Member] | |
Sale of stock, price per share | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Nov. 20, 2020 | Oct. 16, 2020 | Oct. 06, 2020 | Jul. 25, 2020 | Dec. 31, 2020 | Oct. 01, 2020 | Sep. 30, 2020 |
Proceeds from Issuance of Common Stock | $ 588,000,000 | ||||||
Proceeds from issuance of warrants | $ 14,000,000 | ||||||
Due to related party | $ 957,468 | ||||||
Advance repaid to related party | $ 957,468 | ||||||
Promissory Note [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | ||||||
Long-term Debt, Gross | $ 300,000 | ||||||
Working Capital Loans [Member] | |||||||
Warrant issue price | $ 1 | ||||||
Convertible Debt | $ 1,500,000 | ||||||
Private Placement Warrants [Member] | |||||||
Number of warrants issued | 14,000,000 | ||||||
Warrant issue price | $ 1 | ||||||
Proceeds from issuance of warrants | $ 14,000,000 | $ 14,000,000 | |||||
Warrant exercise price | $ 11.50 | ||||||
Founder Shares [Member] | |||||||
Payments of Stock Issuance Costs | 25,000 | ||||||
Common Stock, Shares, Issued | 15,000,000 | ||||||
Common Stock, Shares, Outstanding | 15,000,000 | ||||||
Stock issued during period subject to forfeiture | 2,250,000 | ||||||
Percent of stock convertible | 20.00% | ||||||
Stock price threshold limit | $ 12 | ||||||
Forfeiture of founder shares | 2,250,000 | ||||||
Class B Ordinary Share [Member] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Common Stock, Shares, Issued | 15,000,000 | ||||||
Common Stock, Shares, Outstanding | 15,000,000 | ||||||
Forfeiture of founder shares | 2,250,000 | ||||||
Class B Ordinary Share [Member] | Founder Shares [Member] | |||||||
Proceeds from Issuance of Common Stock | $ 14,375,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Common Stock, Shares, Issued | 17,250,000 | ||||||
Common Stock, Shares, Outstanding | 17,250,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Deferred fee per unit | $ / shares | $ 0.35 |
Deferred fee amount | $ | $ 21,000,000 |
Forward Purchase Units [Member] | |
Sale of stock, number of shares issued in transaction | shares | 10,000,000 |
Forward Purchase Units [Member] | Maximum [Member] | |
Sale of stock, number of shares issued in transaction | shares | 10,000,000 |
Private Placement [Member] | |
Sale of stock, price per share | $ / shares | $ 10 |
Sale of Stock, Consideration Received on Transaction | $ | $ 100,000,000 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020trading_days$ / sharesshares | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | shares | 5,000,000 |
Preferred Stock, Shares Issued | shares | 0 |
Preferred Stock, Shares Outstanding | shares | 0 |
Percentage Of Proceeds From Share Issuances | 60.00% |
Minimum [Member] | |
Warrants Redeemable, Threshold Consecutive Trading Days | trading_days | 20 |
Public Warrants [Member] | |
Minimum Lock In Period Required For Warrant Exercise From The Date Of Business Combination | 30 days |
Minimum Lock In Period Required For Warrant Exercise From The Date Of IPO | 12 months |
Minimum Period Required For Filing SEC Registration Statement From The Date Of Business Combination | 60 days |
Public Warrants [Member] | Minimum [Member] | |
Warrants Exercise Price Adjustment Percentage | 115.00% |
Public Warrants [Member] | Share Trigger Price One [Member] | |
Minimum Share Price Required For Redemption Of Warrants | $ / shares | $ 10 |
Warrants, Redemption Price Per Share | $ / shares | $ 0.01 |
Warrants Redeemable, Threshold Consecutive Trading Days | trading_days | 20 |
Warrants Redeemable, Threshold Trading Days | trading_days | 30 |
Minimum Notice Period For Warrants Redemption | 30 days |
Public Warrants [Member] | Share Trigger Price One [Member] | Maximum [Member] | |
Warrants Exercise Price Adjustment Percentage | 180.00% |
Public Warrants [Member] | Share Trigger Price Two [Member] | |
Warrants, Redemption Price Per Share | $ / shares | $ 0.10 |
Warrants Redeemable, Threshold Consecutive Trading Days | trading_days | 20 |
Warrants Redeemable, Threshold Trading Days | trading_days | 30 |
Minimum Notice Period For Warrants Redemption | 30 days |
Class A Ordinary Share [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | shares | 500,000,000 |
Common Stock, Shares, Issued | shares | 2,478,106 |
Common Stock, Shares, Outstanding | shares | 2,478,106 |
Common Stock Voting Rights | one vote for each share |
Business Acquisition, Share Price | $ / shares | $ 9.20 |
Shares subject to possible redemption | shares | 57,521,894 |
Class A Ordinary Share [Member] | Public Warrants [Member] | Share Trigger Price One [Member] | |
Minimum Share Price Required For Redemption Of Warrants | $ / shares | $ 18 |
Class A Ordinary Share [Member] | Public Warrants [Member] | Share Trigger Price Two [Member] | |
Minimum Share Price Required For Redemption Of Warrants | $ / shares | 10 |
Class A Ordinary Share [Member] | Private Placement Warrants [Member] | |
Minimum Share Price Required For Redemption Of Warrants | $ / shares | 10 |
Class B Ordinary Share [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | shares | 50,000,000 |
Common Stock, Shares, Issued | shares | 15,000,000 |
Common Stock, Shares, Outstanding | shares | 15,000,000 |
Common Stock Voting Rights | one vote for each share |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Detail) | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account | $ 600,008,617 |
Money Market Funds [Member] | US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account | $ 600,008,617 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets measured at fair value on a recurring basis (Detail) | Dec. 31, 2020USD ($) |
Assets [Abstract] | |
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 600,008,617 |
Fair Value, Recurring [Member] | Level 1 [Member] | |
Assets [Abstract] | |
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 600,008,617 |