Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Soaring Eagle Acquisition Corp. | |
Entity Central Index Key | 0001830214 | |
Entity Incorporation, State or Country Code | E9 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Address, State or Province | NY | |
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SRNGU | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SRNGW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SRNG | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 172,500,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 43,125,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,917,469 | |
Prepaid expenses | 1,068,638 | |
Total current assets | 2,986,107 | |
Deferred offering costs | $ 1,254,190 | |
Cash and investments held in Trust Account | 1,725,044,564 | |
Total Assets | 1,728,030,671 | 1,254,190 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,421,817 | 777,857 |
Promissory Note - Related Party | 300,000 | |
Due to Sponsors | 156,333 | |
Total current liabilities | 1,421,817 | 1,234,190 |
Warrant liabilities | 88,342,500 | |
Deferred underwriting compensation | 60,375,000 | |
Total Liabilities | 150,139,317 | 1,234,190 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 157,279,135 shares at approximately $10.00 per share | 1,572,791,350 | |
Shareholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 20,688 | |
Retained Earnings (accumulated deficit) | 4,994,170 | (5,000) |
Total Shareholders' Equity | 5,000,004 | 20,000 |
Total Liabilities and Shareholders' Equity | 1,728,030,671 | 1,254,190 |
Common Class A [Member] | ||
Shareholders' equity: | ||
Common Stock | 1,522 | |
Common Class B [Member] | ||
Shareholders' equity: | ||
Common Stock | $ 4,312 | $ 4,312 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 157,279,135 | 157,279,135 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 15,220,865 | 15,220,865 |
Common stock shares outstanding | 15,220,865 | 15,220,865 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 80,000,000 | 80,000,000 |
Common stock shares issued | 43,125,000 | 43,125,000 |
Common stock shares outstanding | 43,125,000 | 43,125,000 |
Condensed Statement of Operatio
Condensed Statement of Operations | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
General and administrative expenses | $ 295,117 |
Loss from operations | (295,117) |
Other income (expense): | |
Change in fair value of warrant liabilities | 9,532,500 |
Offering costs related to warrant liabilities | (3,520,347) |
Net gain from investments held in trust account | 44,564 |
Income before provision for income taxes | 5,761,600 |
Provision for income taxes | 0 |
Net income | $ 5,761,600 |
Common Class A [Member] | |
Two Class Method: | |
Weighted average number of shares outstanding | shares | 172,500,000 |
Net income per common stock - basic and diluted | $ / shares | $ 0 |
Common Class B [Member] | |
Two Class Method: | |
Weighted average number of shares outstanding | shares | 39,562,500 |
Net income per common stock - basic and diluted | $ / shares | $ 0.14 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity - 3 months ended Mar. 31, 2021 - USD ($) | Total | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2020 | $ 20,000 | $ 4,312 | $ 20,688 | $ (5,000) | |
Beginning balance (Shares) at Dec. 31, 2020 | 43,125,000 | ||||
Sale of Class A ordinary shares in initial public offering, less fair value of public warrants | 1,656,000,000 | $ 17,250 | 1,655,982,750 | ||
Sale of Class A ordinary shares in initial public offering, less fair value of public warrants (Shares) | 172,500,000 | ||||
Underwriters' discount and offering expenses | (83,990,246) | (83,990,246) | |||
Class A ordinary shares subject to possible redemption | (1,572,791,350) | $ (15,728) | $ (1,572,013,192) | (762,430) | |
Class A ordinary shares subject to possible redemption (Shares) | 157,279,135 | ||||
Net income | 5,761,600 | 5,761,600 | |||
Ending balance at Mar. 31, 2021 | $ 5,000,004 | $ 1,522 | $ 4,312 | $ 4,994,170 | |
Ending balance (Shares) at Mar. 31, 2021 | 15,220,865 | 43,125,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 5,761,600 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Net gain from investments held in trust account | (44,564) |
Offering costs related to warrant liabilities | 3,520,347 |
Change in fair value of warrant liabilities | (9,532,500) |
Changes in operating assets and liabilities: | |
Increase in prepaid expenses | (1,068,638) |
Increase in accounts payable and accrued expenses | 893,317 |
Net cash used in operating activities | (470,438) |
Cash flows from investing activities: | |
Principal deposited in Trust Account | (1,725,000,000) |
Net cash used in investing activities | (1,725,000,000) |
Cash flows from financing activities: | |
Proceeds from private placement of warrants | 28,875,000 |
Proceeds from sale of units in initial public offering | 1,725,000,000 |
Payment of underwriters' discount | (25,875,000) |
Payment of offering costs | (155,760) |
Repayment of advances received from Sponsor | (300,000) |
Repayment of advances received from Promissory note | (156,333) |
Net cash provided by financing activities | 1,727,387,907 |
Increase in cash during period | 1,917,469 |
Cash at beginning of period | 0 |
Cash at end of period | 1,917,469 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting compensation | 60,375,000 |
Initial fair value of warrant liabilities | 97,875,000 |
Initial value of Class A ordinary shares subject to possible redemption | 1,553,691,900 |
Changes in value of Class A ordinary shares subjection to redemption | 19,199,450 |
Deferred offering costs included in accounts payable and accrued expenses | 628,500 |
Loss on initial sale of private placement warrants | $ 9,817,500 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1—Organization and Plan of Business Operations Soaring Eagle Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 22, 2020. In February 2021 the Company effectuated a change in the name of the entity from Spinning Eagle Acquisition Corp to Soaring Eagle Acquisition Corp. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to capitalize on the ability of its management team to identify and combine with a business or businesses that can benefit from its management team’s established global relationships and operating experience. 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 March 31, 2021, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through March 31, 2021 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income The registration statement for the Company’s Public Offering was declared effective on February 23, 2021. On February 26, 2021, the Company consummated the Public Offering of 172,500,000 units (the “Units”), which includes the exercise by the underwriter of its over-allotment option in full in the amount of 22,500,000 Units, at $10.00 per Unit, generating gross proceeds of $1,725,000,000 which is described in Note 4. Transaction costs amounted to $87,510,593, consisting of $25,875,000 of underwriting fees, $60,375,000 of deferred underwriting fees and $1,260,593 of other offering costs. In addition, at March 31, 2021, cash of $1,917,469 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Following the closing of the Public Offering on February 26, 2021, an amount of $1,725,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering and the sale of the private placement warrants (the “Private Placement Warrants”) was placed in a trust account (the “Trust Account”), and which 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more Business Combinations having an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (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-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. Certain of the Class A ordinary shares were recorded at redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the Company’s ordinary shares which are represented in person or by proxy and are voted at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, Eagle Equity Partners III, LLC (the “Sponsor”) has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased in or after the Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Completion Window (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business The Company will have until February 26, 2023, or August 26, 2023 if the Company has executed a definitive agreement for its initial Business Combination within 24 months from the closing of the Public Offering (the “Completion Window”), to complete a Business Combination. If the Company is unable to complete a Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, 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 Completion Window. However, if the Sponsor acquires Public Shares in or after the 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 Completion Window. The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 trust assets, less taxes payable. This 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 underwriter of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), 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. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statement | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Previously Issued Financial Statement | Note 2 — Revision of Previously Issued Financial Statement On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of February 23, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 34,500,000 Public Warrants and (ii) the 19,250,000 Private Placement Warrants (See Note 4 and Note 5). The Company previously accounted for all Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, After consultation with the Company’s management, the audit committee of the Company’s Board of Directors concluded that it is appropriate to revise the Company’s previously issued audited balance sheet as of February 26, 2021 as previously reported in its Form 8-K. 815-40 The following table summarizes the effect of the revision on each balance sheet line item as of the date: As Previously Adjustment As Revised Balance Sheet at February 26, 2021 Warrant Liabilities $ — $ 107,692,500 $ 107,692,500 Class A ordinary shares subject to possible redemption 161,384,400 (107,692,500 ) 1,553,691,900 Class A ordinary shares 636 1,077 1,713 Additional paid-in 5,000,059 13,336,770 18,336,829 Accumulated deficit $ (5,000 ) $ (13,337,847 ) $ (13,342,847 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 growth companies Use of estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 had no cash equivalents as of March 31, 2021 and December 31, 2020. Investment Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Public Offering that are directly related to the Public Offering. Offering costs amounting to $83,990,246 net of $3,520,347 in warrant issuance cost which was expensed, were charged to shareholders’ equity upon the completion of the Public Offering. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 34,500,000 Public Warrants (as defined below) and 19,250,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Public Offering have subsequently been measured based on the listed market price of such warrants. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as s hare Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”), which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021 and December 31, 2020, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities money market funds and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Warrant Liability The Company accounts for warrants for shares of the Company’s Class A ordinary share that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815-40. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Class A ordinary share warrants. At that time, the portion of the warrant liability related to the Class A ordinary share warrants will be reclassified to additional paid-in capital. Net Income (Loss) Per Ordinary Share We apply the two-class method in calculating earnings per share. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding for the period. Net income per share, basic and diluted for Class B ordinary share for the three months ended March 31, 2021 is calculated by dividing the general and administration expenses of $295,117, change in fair value of warrant liabilities of $9,532,500 and $3,520,347 offering costs related to warrant liabilities, resulting in a net income of $5,717,036 by the weighted average number of Class B ordinary share outstanding for the period presented . Recently issued 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. |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2021 | |
Initial Public Offering [Abstract] | |
Public Offering | Note 4—Public Offering Pursuant to the Public Offering, the Company sold 172,500,000 Units, which includes an exercise by the underwriter of its over-allotment option in full in the amount of 22,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fifth of |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 5—Private Placement Simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 19,250,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $28,875,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6—Related Party Transactions Founder Shares On October 28, 2020, the Sponsor paid an aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration for 43,125,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 5,625,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Public Offering. The underwriter exercised its over-allotment option in full on February 26, 2021; thus, these 5,625,000 Founder Shares were no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, within any 30-trading day period, Promissory Note—Related Party On October 27, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, The Promissory Note is non-interest bearing and Advance from Sponsor Prior to the Initial Public Offering, the Sponsor paid on behalf of the Company an aggregate of $156,333 for offering costs. As of March 31, 2021, the advance was repaid in full. Administrative Services Agreement Commencing on February 23, 2021, the Company entered into an agreement pursuant to which it will pay an affiliate of the Sponsor $15,000 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. During the three months ended March 31, 2021, the Company incurred $15,000 in expenses for services provided by the Sponsor in connection with the aforementioned agreement. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, such loans may be converted upon completion of a Business Combination into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. There have been no borrowings under this arrangement to date. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Public Offering requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination. The holders of these securities will be 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic Underwriting Agreement The underwriter was entitled to a cash underwriting discount of $0.15 per Unit, or $25,875,000, paid upon the closing of the Public Offering. In addition, the underwriter will be entitled to a deferred fee of $0.35 per Unit, or $60,375,000. The deferred fee will become payable to the underwriter 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. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 8—Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B 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 basis, subject less than one-for-one basis. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | Note 9—Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a 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 warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a 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 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a 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. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the 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 elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading 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. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. 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 Completion Window 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. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the 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 so long |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. For the three months ended March 31, 2021, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $9,532,500 million presented as change in fair value of warrant liabilities in the accompanying statement of operations. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2021 by level within the fair value hierarchy: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 1,725,043,935 $ — $ — Liabilities: Public warrant liabilities $ — $ — $ 56,580,000 Private warrant liabilities $ — $ — $ 31,762,500 (1) Excludes $62 9 The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: At As of Exercise price $ 11.50 $ 11.50 Stock price $ 10.45 $ 9.79 Volatility 21.3 % 22.5 % Term 6.00 5.50 Risk-free rate 0.95 % 1.06 % Dividend yield — % — % The change in the fair value of the warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Level 3 warrant liabilities as of December 31, 2020 $ — Issuance of Public and Private Warrants on February 26, 2021 97,875,000 Change in fair value of warrant liabilities (9,532,000 ) Level 3 warrant liabilities as of March 31, 2021 $ 88,342,500 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants will be transferred from a Level 3 measurement to a Level 1 fair value measurement in April 2021, when the Public Warrants were separately listed and traded. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 24 Business Combination On May 11, 2021, Soaring Eagle Acquisition Corp., a Cayman Islands exempted company limited by shares (“SRNG” or the “Company”), entered into an agreement and plan of merger by and among SRNG, SEAC Merger Sub Inc., a wholly owned subsidiary of SRNG (“Merger Sub”), and Ginkgo Bioworks, Inc. (“Ginkgo”) (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”). The merger was approved by SRNG’s board of directors on May 7, 2021. If the Merger Agreement is approved by SRNG’s and Ginkgo’s stockholders, and the closing conditions contemplated by the Merger Agreement are satisfied, then, among other things, (i) prior to the closing of the Business Combination, SRNG shall domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended (“DGCL”), and the Cayman Islands Companies Act (As Revised) (the “Domestication”) and (ii) upon the terms and subject to the conditions of the Merger Agreement, in accordance with the DGCL, Merger Sub will merge with and into Ginkgo, with Ginkgo surviving the merger as a wholly owned subsidiary of SRNG (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, SRNG will be renamed “Ginkgo Bioworks Holdings, Inc.” and is referred to herein as “New Ginkgo” as of the time following such change of name. Under the Merger Agreement, SRNG has agreed to acquire all of the outstanding equity interests in Ginkgo for approximately $15 billion in aggregate base equity consideration in the form of New Ginkgo common stock (at $10 per share) to be paid at the effective time of the Business Combination, plus approximately 180,000,000 earn-out shares of New Ginkgo common stock, which are subject to forfeiture to the extent that the vesting conditions described below are not satisfied on or before the fifth anniversary of the closing. The base equity consideration will be allocated among Ginkgo’s equityholders as follows: (i) each stockholder of Ginkgo holding shares of Class A common stock or Class B common stock of Ginkgo immediately prior to the effective time of the Business Combination (including as a result of the automatic exercise of Ginkgo Preferred Warrants (defined below) by virtue of the occurrence of the Business Combination pursuant to the terms of such warrants) will receive, with respect to each share of Class A common stock or Class B common stock of Ginkgo such person holds, a number of shares of Class A common stock or Class B common stock, as applicable, of New Ginkgo calculated, in each case, based on the equity value exchange ratio as set forth in the Merger Agreement, (ii) each option exercisable for Class A common stock or Class B common stock of Ginkgo that is outstanding immediately prior to the effective time of the Business Combination will be assumed and converted into a newly issued option exercisable for shares of Class A common stock or Class B common stock, as applicable, of New Ginkgo (subject to the same terms and conditions as the original Ginkgo option and with appropriate adjustments to the number of shares for which such option is exercisable and the exercise price thereof), (iii) each award of restricted common stock of Ginkgo under Ginkgo’s stock incentive plans (a “Ginkgo Restricted Stock Award”) that is outstanding immediately prior to the effective time of the Business Combination will be converted into the right to receive restricted common stock of New Ginkgo on the same terms and conditions as applicable to such Ginkgo Restricted Stock Award, (iv) each award of restricted stock units of Ginkgo under Ginkgo’s stock incentive plans (a “Ginkgo Restricted Stock Unit Award”) that is outstanding immediately prior to the effective time of the Business Combination will be converted into the right to receive restricted stock units based on common stock of New Ginkgo on the same terms and conditions as applicable to such Ginkgo Restricted Stock Unit Award and with appropriate adjustments to the number of shares to which each such restricted stock unit relates, and (v) each preferred warrant to purchase shares of Ginkgo capital stock (a “Ginkgo Preferred Warrant”) that is outstanding and unexercised immediately prior to the effective time of the Business Combination that is not automatically exercised in full in accordance with its terms by virtue of the occurrence of the Business Combination will be assumed and converted into a warrant exercisable for Class A common stock of New Ginkgo on the same terms and conditions as applicable to such Ginkgo Preferred Warrant immediately prior to the effective time of the Business Combination, with appropriate adjustments to the number of shares for which such preferred warrant is exercisable and the exercise price thereof. As described above, the Merger Agreement also contemplates that the holders of Ginkgo common stock, Ginkgo options, Ginkgo Restricted Stock Awards, Ginkgo Restricted Stock Unit Awards, and Ginkgo preferred warrants outstanding immediately prior to the effective time of the Business Combination will collectively be entitled. Additional information regarding Ginkgo, the Business Combination and the transactions is available in the preliminary proxy statement/prospectus filed with the SEC on May 14, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 growth companies |
Use of estimates | Use of estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 had no cash equivalents as of March 31, 2021 and December 31, 2020. |
Investment Held in Trust Account | Investment Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering costs | Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Public Offering that are directly related to the Public Offering. Offering costs amounting to $83,990,246 net of $3,520,347 in warrant issuance cost which was expensed, were charged to shareholders’ equity upon the completion of the Public Offering. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 34,500,000 Public Warrants (as defined below) and 19,250,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Public Offering have subsequently been measured based on the listed market price of such warrants. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as s hare |
Income taxes | Income taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”), which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
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 Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021 and December 31, 2020, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities money market funds and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s Class A ordinary share that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815-40. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Class A ordinary share warrants. At that time, the portion of the warrant liability related to the Class A ordinary share warrants will be reclassified to additional paid-in capital. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share We apply the two-class method in calculating earnings per share. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding for the period. Net income per share, basic and diluted for Class B ordinary share for the three months ended March 31, 2021 is calculated by dividing the general and administration expenses of $295,117, change in fair value of warrant liabilities of $9,532,500 and $3,520,347 offering costs related to warrant liabilities, resulting in a net income of $5,717,036 by the weighted average number of Class B ordinary share outstanding for the period presented . |
Recently issued accounting standards | Recently issued 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. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table summarizes the effect of the revision on each balance sheet line item as of the date: As Previously Adjustment As Revised Balance Sheet at February 26, 2021 Warrant Liabilities $ — $ 107,692,500 $ 107,692,500 Class A ordinary shares subject to possible redemption 161,384,400 (107,692,500 ) 1,553,691,900 Class A ordinary shares 636 1,077 1,713 Additional paid-in 5,000,059 13,336,770 18,336,829 Accumulated deficit $ (5,000 ) $ (13,337,847 ) $ (13,342,847 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities That Are Measured At Fair Value On Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2021 by level within the fair value hierarchy: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 1,725,043,935 $ — $ — Liabilities: Public warrant liabilities $ — $ — $ 56,580,000 Private warrant liabilities $ — $ — $ 31,762,500 (1) Excludes $62 9 |
Summary of Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: At As of Exercise price $ 11.50 $ 11.50 Stock price $ 10.45 $ 9.79 Volatility 21.3 % 22.5 % Term 6.00 5.50 Risk-free rate 0.95 % 1.06 % Dividend yield — % — % |
Summary of Change in the Fair Value of the Warrant Liabilities | The change in the fair value of the warrant liabilities for the three months ended March 31, 2021 is summarized as follows: Level 3 warrant liabilities as of December 31, 2020 $ — Issuance of Public and Private Warrants on February 26, 2021 97,875,000 Change in fair value of warrant liabilities (9,532,000 ) Level 3 warrant liabilities as of March 31, 2021 $ 88,342,500 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Mar. 31, 2021 |
Proceeds from issuance of IPO | $ 1,725,000,000 | |
Transaction cost | 87,510,593 | |
Payments for underwriting expense | 25,875,000 | |
Deferred underwriting commissions noncurrent | 60,375,000 | |
Other offering costs | 1,260,593 | |
Cash held in trust Account | 1,917,469 | |
Payment to acquire restricted investments | $ 1,725,000,000 | |
Share price | $ 10 | |
Restricted investments term | 185 days | |
Percentage of public shares to be redeemed on non completion of business combination | 100.00% | |
Dissolution expense | $ 100,000 | |
Lock in period for redemption of public shares after closing of IPO | 24 months | |
Maximum [Member] | ||
Percentage of redeeming public shares without the company's prior written consent | 20.00% | |
Minimum [Member] | ||
Percentage of fair market value of target business to asset held in trust account | 80.00% | |
Percentage of voting interests acquired | 50.00% | |
Net tangible assets required for consummation of business combination | $ 5,000,001 | |
IPO [Member] | ||
Stock issued during period shares | 172,500,000 | |
Shares issued price per share | $ 10 | |
Proceeds from issuance of IPO | $ 1,725,000,000 | |
Payment to acquire restricted investments | $ 1,725,000,000 | |
Share price | $ 10 | |
Over-Allotment Option [Member] | ||
Stock issued during period shares | 22,500,000 | |
Public Shares [Member] | ||
Share price | $ 10 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statement - Additional Information (Detail) | Apr. 12, 2021shares |
Public Warrants [Member] | |
Re-evaluated shares of warrants | 34,500,000 |
Private Placement Warrants [Member] | |
Re-evaluated shares of warrants | 19,250,000 |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statement - Schedule of Error Corrections and Prior Period Adjustments (Detail) - USD ($) | Mar. 31, 2021 | Feb. 26, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant Liabilities | $ 88,342,500 | $ 107,692,500 | |
Class A ordinary shares subject to possible redemption | 1,553,691,900 | ||
Common Stock | 1,713 | ||
Additional paid-in capital | 18,336,829 | $ 20,688 | |
Accumulated deficit | $ 4,994,170 | (13,342,847) | $ (5,000) |
As Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant Liabilities | 0 | ||
Class A ordinary shares subject to possible redemption | 161,384,400 | ||
Common Stock | 636 | ||
Additional paid-in capital | 5,000,059 | ||
Accumulated deficit | (5,000) | ||
Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant Liabilities | 107,692,500 | ||
Class A ordinary shares subject to possible redemption | (107,692,500) | ||
Common Stock | 1,077 | ||
Additional paid-in capital | 13,336,770 | ||
Accumulated deficit | $ (13,337,847) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash Equivalents | $ 0 | $ 0 |
Restricted investments term | 185 days | |
Offering cost | $ 83,990,246 | |
Unrecognized tax benefits | 0 | |
Accrued for interest and penalties | 0 | |
Cash, FDIC insured amount | 250,000 | |
Offering costs related to warrant liabilities | 3,520,347 | |
General and administrative expenses | 295,117 | |
Change in fair value of warrant liabilities | 9,532,500 | |
Net income | $ 5,717,036 | |
Public Warrants [Member] | ||
Recognized shares of derivative warrant liabilities | 34,500,000 | |
Private Placement Warrants [Member] | ||
Recognized shares of derivative warrant liabilities | 19,250,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) | Feb. 26, 2021$ / sharesshares |
IPO [Member] | |
Stock issued during period shares | shares | 172,500,000 |
Shares issued price per share | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Stock issued during period shares | shares | 22,500,000 |
Public Warrants [Member] | |
Exercise price of warrants or rights | $ / shares | $ 11.50 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Proceeds from issuance of private placement | $ | $ 28,875,000 |
Private Placement Warrants [Member] | Sponsor [Member] | |
Class of warrants and rights issued during the period | shares | 19,250,000 |
Class of warrants and rights issued, price per warrant | $ / shares | $ 1.50 |
Proceeds from issuance of private placement | $ | $ 28,875,000 |
Private Placement Warrants [Member] | Common Class A [Member] | |
Exercise price of warrants or rights | $ / shares | $ 11.50 |
Class of warrant or right, number of securities called by warrants or rights | shares | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Feb. 23, 2021 | Oct. 28, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 27, 2020 |
Related Party Loans [Member] | ||||||
Debt instrument conversion price | $ 1.50 | |||||
Founder Shares [Member] | ||||||
Temporary equity shares outstanding | 5,625,000 | |||||
IPO [Member] | ||||||
Stock issued during period, shares, new issues | 172,500,000 | |||||
IPO [Member] | Founder Shares [Member] | ||||||
Common stock, threshold percentage on conversion of shares | 20.00% | |||||
Common Class A [Member] | ||||||
Temporary equity shares outstanding | 157,279,135 | 157,279,135 | ||||
Sponsor [Member] | ||||||
Advance from related party | $ 156,333 | |||||
Sponsor [Member] | Office Space Administrative And Support Services [Member] | ||||||
Related party transaction, amounts of transaction | $ 15,000 | 15,000 | ||||
Sponsor [Member] | Promissory Note [Member] | ||||||
Debt instrument, face amount | $ 300,000 | |||||
Proceeds from related party debt | $ 300,000 | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Temporary equity shares outstanding | 5,625,000 | |||||
Sponsor [Member] | Common Class B [Member] | Founder Shares [Member] | ||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||
Stock issued during period, shares, new issues | 43,125,000 | |||||
Sponsor [Member] | Common Class A [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||||
Share transfer, trigger price per share | $ 12 | |||||
Number of consecutive trading days for determining share price | 20 days | |||||
Number of trading days for determining share price | 30 days | |||||
Threshold number of trading days for determining share price from date of business combination | 180 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting discount paid per unit | $ / shares | $ 0.15 |
Payments for underwriting expense | $ | $ 25,875,000 |
Deferred underwriting commission per unit | $ / shares | $ 0.35 |
Deferred underwriting commissions noncurrent | $ | $ 60,375,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Minimum percentage of common stock to be held after conversion of shares | 20.00% | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 15,220,865 | 15,220,865 |
Common stock shares outstanding | 15,220,865 | 15,220,865 |
Common stock voting rights | one vote | |
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares issued | 172,500,000 | |
Common stock shares outstanding | 172,500,000 | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 80,000,000 | 80,000,000 |
Common stock shares issued | 43,125,000 | 43,125,000 |
Common stock shares outstanding | 43,125,000 | 43,125,000 |
Common stock voting rights | one vote | |
Common Class B [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares issued | 43,125,000 | |
Common stock shares outstanding | 43,125,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Class of Warrant or Right [Line Items] | |
Threshold limit to file with the SEC a registration statement | 20 days |
Share price | $ 10 |
Share Price Equals Or Exceeds Eighteen USD [Member] | |
Class of Warrant or Right [Line Items] | |
Share price | $ 18 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Number of days from which public warrants will become exercisable | 30 days |
Term of warrants | 5 years |
Share price | $ 0.01 |
Warrant minimum days for prior written notice of redemption | 30 days |
Number of consecutive trading days to determine call of warrant redemption | 20 days |
Number of trading days to determine call of warrant redemption | 30 days |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Threshold limit for warrants exercised will not be transferable or saleable after the completion of business combination | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities That Are Measured At Fair Value On Recurring Basis (Detail) - USD ($) | Mar. 31, 2021 | Feb. 26, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding | $ 88,342,500 | $ 107,692,500 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Government Securities [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | 1,725,043,935 | |
Significant Other Observable Inputs (Level 3) [Member] | Public Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding | 56,580,000 | |
Significant Other Observable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding | $ 31,762,500 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets and Liabilities That Are Measured At Fair Value On Recurring Basis (Parenthetical) (Detail) | Mar. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash held in trust Account | $ 1,917,469 |
U.S. Government Securities [Member] | Fair Value, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash held in trust Account | $ 629 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Fair Value, Inputs, Level 3 [Member] | Mar. 31, 2021yr |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 11.50 |
Measurement Input, Exercise Price [Member] | At Issuance [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 11.50 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 9.79 |
Measurement Input, Share Price [Member] | At Issuance [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 10.45 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 0.225 |
Measurement Input, Price Volatility [Member] | At Issuance [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 0.213 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 5.50 |
Measurement Input, Expected Term [Member] | At Issuance [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 6 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 0.0106 |
Measurement Input, Risk Free Interest Rate [Member] | At Issuance [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 0.0095 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 0 |
Measurement Input, Expected Dividend Rate [Member] | At Issuance [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 0 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Change in the Fair Value of the Warrant Liabilities (Detail) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Change in fair value of warrant liabilities | $ 9,532,500,000,000 |
Fair Value, Inputs, Level 3 [Member] | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Beginning balance warrant liabilities | 0 |
Issuance of Public and Private Warrants | 97,875,000 |
Change in fair value of warrant liabilities | (9,532,000) |
Ending balance warrant liabilities | $ 88,342,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Change in fair value of warrant liabilities | $ 9,532,500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - SRNG [Member] - Ginkgo [Member] $ / shares in Units, $ in Billions | May 11, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Business combination equity interests issued or issuable value | $ | $ 15 |
Business combination share price | $ / shares | $ 10 |
Business combination contingent consideration payable | shares | 180,000,000 |