Austerlitz Acquisition Corp II (ASZ) 10-Q 17 May 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	May 14, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Registrant Name	Austerlitz Acquisition Corp II
Entity Central Index Key	0001839191
Entity File Number	001-40112
Entity Tax Identification Number	98-1583275
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Address, Address Line One	1701 Village Center Circle
Entity Ex Transition Period	false
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89134
City Area Code	702
Local Phone Number	323-7330
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one-fourth of one Warrant
Trading Symbol	ASZ.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	ASZ
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		138,000,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	ASZ WS
Security Exchange Name	NYSE
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		29,571,428
Common Class C [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		29,571,428

Condensed Balance Sheet

Condensed Balance Sheet	Mar. 31, 2021USD ($)
ASSETS
Cash	$ 420,943
Prepaid expenses	477,974
Total current assets	898,917
Other assets	528,591
Cash held in trust account	1,380,000,000
Total assets	1,381,427,508
Current liabilities:
Accrued expenses	12,500
Accrued offering costs	283,000
Total current liabilities	295,500
Warrant liability	94,761,999
Deferred underwriting fee payable	48,300,000
Total liabilities	143,357,499
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 123,307,000 at $10.00 per share	1,233,070,001
Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 stocks authorized; none issued and outstanding
Additional paid-in capital	16,139,846
Accumulated deficit	(11,147,221)
Total shareholders' equity	5,000,008
Total Liabilities and Shareholders' Equity	1,381,427,508
Common Class A [Member]
Shareholders' Equity:
Ordinary shares	1,469
Common Class B [Member]
Shareholders' Equity:
Ordinary shares	2,957
Common Class C [Member]
Shareholders' Equity:
Ordinary shares	$ 2,957

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical)	Mar. 31, 2021$ / sharesshares
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Ordinary shares subject to possible redemption	123,307,000
Temporary equity redemption value per share | $ / shares	$ 10
Common stock par value | $ / shares	$ 0.0001
Common stock shares authorized	800,000,000
Common stock shares issued	14,693,000
Common stock shares outstanding	14,693,000
Common Class B [Member]
Common stock par value | $ / shares	$ 0.0001
Common stock shares authorized	80,000,000
Common stock shares issued	29,571,428
Common stock shares outstanding	29,571,428
Common Class C [Member]
Common stock par value | $ / shares	$ 0.0001
Common stock shares authorized	80,000,000
Common stock shares issued	29,571,428
Common stock shares outstanding	29,571,428

Condensed Statement Of Operatio

Condensed Statement Of Operations	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Formation costs	$ 5,000
General and administrative	68,850
Loss from operations	(73,850)
Other expense:
Offering costs allocated to warrant liability	3,181,372
Loss on change in fair value of warrant liability	7,891,999
Net loss	(11,147,221)
Common Class A [Member]
Other expense:
Net loss	$ 11,147,221
Weighted average shares outstanding, basic and diluted | shares	138,000,000
Basic and diluted net income per ordinary share | $ / shares
Common Class B [Member]
Other expense:
Weighted average shares outstanding, basic and diluted | shares	59,142,856
Basic and diluted net income per ordinary share | $ / shares	$ (0.19)
Common Class C [Member]
Other expense:
Weighted average shares outstanding, basic and diluted | shares	59,142,856
Basic and diluted net income per ordinary share | $ / shares	$ (0.19)

Statements of Changes In Shareh

Statements of Changes In Shareholder's Equity - 3 months ended Mar. 31, 2021 - USD ($)	Total	Common Class A [Member]	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Common Stock [Member]Common Class C [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at Jan. 04, 2021	$ 0		$ 0	$ 0	$ 0	$ 0
Balance, Shares at Jan. 04, 2021			0	0	0
Issuance of Class B ordinary shares to Sponsor	12,500			$ 2,957		9,543
Issuance of Class B ordinary shares to Sponsor, Shares				29,571,428
Issuance of Class C ordinary shares to Sponsor	12,500				$ 2,957	9,543
Issuance of Class C ordinary shares to Sponsor, Shares					29,571,428
Sale of Units in initial public offering, less fair value of public warrants	1,322,730,000		$ 13,800			1,322,716,200
Sale of Units in initial public offering, less fair value of public warrants, Shares			138,000,000
Offering costs	(73,537,770)					(73,537,770)
Class A ordinary shares subject to possible redemption	(1,233,070,001)		$ (12,331)			(1,233,057,670)
Class A ordinary shares subject to possible redemption, Shares			(123,307,000)
Net loss	(11,147,221)	$ 11,147,221					$ (11,147,221)
Balance at Mar. 31, 2021	$ 5,000,008		$ 1,469	$ 2,957	$ 2,957	$ 16,139,846	$ (11,147,221)
Balance, Shares at Mar. 31, 2021			14,693,000	29,571,428	29,571,428

Condensed Statement Of Cash Flo

Condensed Statement Of Cash Flows	3 Months Ended
	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities
Net loss	$ (11,147,221)
Adjustments to reconcile net loss to net cash used in operating activities
Offering costs allocated to warrant liability	3,181,372
Loss on change in fair value of warrant liability	7,891,999
Payment of formation costs through issuance of Class B and C ordinary shares	5,000
Changes in operating assets and liabilities
Prepaid expenses	(477,974)
Other assets	(528,591)
Accrued expenses	12,500
Net cash used in operating activities	(1,062,915)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(1,380,000,000)
Net cash used in Investing Activities:	(1,380,000,000)
Cash Flows from Financing Activities
Proceeds from sale of Units, net of deferred underwriting discounts paid	1,352,400,000
Proceeds from Private Placement Warrants	29,600,000
Repayment of promissory note - related party	(388,152)
Payment of other offering costs	(127,990)
Net cash provided by financing activities	1,381,483,858
Net increase in cash	420,943
Cash - beginning of period	0
Cash - end of period	420,943
Supplemental disclosure of noncash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	1,235,359,824
Initial classification of warrant liability	92,592,666
Deferred offering costs included in accrued offering costs	283,000
Issuance of Class B and Class C ordinary shares to Sponsor as settlement of due to related party	25,000
Deferred offering costs paid through promissory note - related party	373,152
Deferred underwriting fees payable	$ 48,300,000

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description Of Organization And Business Operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Austerlitz Acquisition Corporation II (the “Company”) was incorporated as a Cayman Island exempted company on January 5, 2021. 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 that the Company has not yet identified (“Business Combination”). The Company’s sponsor is Austerlitz Acquisition Sponsor, LP II (the “Sponsor”). As of March 2, 2021, the Company had not yet commenced operations. All activity for the period from January 5, 2021 (inception) through March 2, 2021 relates to the Company’s formation and the initial public offering, which is described below. The Company has selected December 31 as its fiscal year end. On March 2, 2021, the Company consummated its initial public offering (the “IPO”) of 138,000,000 units (the “Units”), including 18,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $1,380,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company completed a private sale of an aggregate 19,733,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”) to Cannae Holdings, LLC generating aggregate gross proceeds to the Company of $29,600,000, which is described in Note 4. Offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering in March 2021. Offering costs of $3,181,372 were allocated to warrant liabilities and expensed as incurred. Following the closing of the IPO on March 2, 2021, an amount of $1,380,000,000 ($10.00 per Unit) of the proceeds from the IPO were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account, if any, that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the IPO and the Private Placement held in the Trust Account will not be released until the earliest of (a) the completion of a Business Combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial business The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account) at the time the Company signs a definitive agreement in connection with 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 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 of 1940, as amended. 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) 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. If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Alignment Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and not to convert any shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Alignment Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination The Company will have until 24 months from the closing of the IPO (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Alignment Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO 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 registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on March 1, 2021 and with the audited balance sheet (as restated below) included in the Current Report on Form 8-K 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of the unaudited condensed 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 unaudited condensed 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. Immaterial Correction of Error in Prior Financial Statement On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity ASC 815-40, The Company’s prior accounting treatment for the Warrants was equity classification rather than as derivative liabilities. Accounting for the Warrants as liabilities pursuant to ASC 815-40 re-measure Subsequent to the Company’s Current Report on Form 8-K 8-K As of March 2, 2021 As Reported As Revised Difference Balance Sheet Warrant liability $ — $ 92,592,666 $ 92,592,666 Total Liabilities 48,607,074 141,199,740 92,592,666 Class A common stock subject to possible redemption 1,327,952,490 1,235,359,824 (92,592,666 ) Class A common stock, $0.0001 par value 520 1,535 1,015 Additional paid-in 5,006,505 13,909,528 8,903,023 Accumulated deficit (12,938 ) (8,916,976 ) (8,904,038 ) Total Stockholder’s Equity 5,000,001 5,000,001 — 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. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 re-measurement warrant liabilities . Cash Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in cash. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity Accordingly, at March 31, 2021, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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. At March 2, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, accrued expenses and accrued offering costs approximate their fair values due to the short-term nature of the instruments. See Note 9 for further discussion of the fair value of the warrant liability. Net Income (Loss) Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the IPO or the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Class B ordinary shares will automatically convert into Class A ordinary shares on the business day following the completion of a Business Combination, on a one-for-one basis, subject on a one-for-one basis, subject The Class C ordinary shares will automatically convert into Class A ordinary shares at the earlier of (i) a time after the completion of a Business Combination in which the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading day period on a one-for-one basis, subject The Company’s unaudited condensed statement of operations includes a presentation of net loss per share for ordinary shares subject to redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes be more-likely-than-not to ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to 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	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 138,000,000 Units at a purchase price of $10.00 per Unit, including 18,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one Class A ordinary share and one-fourth of

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company completed the Private Placement of an aggregate 19,733,333 warrants Private Placement Warrants to Cannae Holdings, LLC generating aggregate gross proceeds to the Company of $29,600,000. 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 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares and Alignment Shares On January 4, 2021 the Sponsor paid an aggregate of $25,000 in exchange for the issuance of 19,714,286 shares of Class B ordinary shares (the “Founder Shares”) and 19,714,286 shares of Class C ordinary shares (the “Alignment Shares”). On February 25, 2021, the Sponsor received a share dividend of 9,857,142 Founder Shares and 9,857,142 Alignment Shares, resulting in there being an aggregate of 29,571,428 Founder Shares and 29,571,428 Alignment Shares outstanding. As a result of the underwriters’ election to fully exercise their over-allotment option, 3,857,143 founder shares and 3,857,153 Alignment Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its (1) Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share within any 30-trading day period Promissory Note—Related Parties On January 5, 2021, the Company issued a promissory note (the “Promissory Note”) to the Sponsor and an affiliate of the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $800,000. The Promissory Note was non-interest bearing and Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into up to an additional 1,000,000 warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date of the final prospectus, the Company has agreed to pay an affiliate of its Sponsor a total of $5,000 per month for office space, utilities, secretarial and administrative support services. For the period from March 2, 2021 to March 31, 2021, the Company incurred and accrued $5,000 of administrative services under this arrangement. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Alignment 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 and upon conversion of the Founder Shares and Alignment Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the founder shares and Alignment Shares, only after conversion to the Company’s Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers 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 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 $48,300,000 in the aggregate in connection with the IPO. 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 Agreement On February 25, 2021, the Company entered into a forward purchase agreement (the “FPA”) with Cannae Holdings, Inc. Pursuant to the FPA, Cannae Holdings, Inc. agreed to purchase 12,500,000 Class A ordinary shares, plus an aggregate of 3,125,000 redeemable warrants to purchase one Class A ordinary shares at $11.50 per share, for an aggregate purchase price of $125,000,000, or $10.00 for one Class A ordinary share and one-fourth of

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Shareholders' Equity	NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. The Company’s Board will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At March 2, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 800,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 14,693,000 Class A ordinary shares issued and outstanding, excluding 123,307,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue 80,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 29,571,428 Class B ordinary shares issued and outstanding. Class C Ordinary Shares The Company is authorized to issue 80,000,000 shares of Class C ordinary shares with a par value of $0.0001 per share. Holders of the Class C ordinary shares are entitled to one vote for each share. At March 31, 2021, there were 29,571,428 Class C ordinary shares issued and outstanding. The Class C ordinary shares will automatically convert into Class A ordinary shares at the earlier of (i) a time after the completion of a Business Combination in which the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading day period on a one-for-one basis, subject The Class B ordinary shares will automatically convert into Class A ordinary shares on the business day following the completion of a Business Combination, on a one-for-one basis, subject on a one-for-one basis, subject on an as-converted basis, 15%

Warrants

Warrants	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Warrants	NOTE 8. WARRANTS Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial business combination, provided that an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units, no cash will be paid in lieu of fractional warrants and only whole warrants will trade. 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 registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of 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. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.3611 Class A ordinary shares per whole warrant. The “fair market value” shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of shares of Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares and Alignment Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, 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 9. FAIR VALUE MEASUREMENTS Warrant Liability The Warrants are accounted for as liabilities pursuant to ASC 815-40 The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ — $ — $ 58,650,000 $ 58,650,000 Private Placement Warrants — — 36,111,999 36,111,999 Total warrant liabilities $ — $ — $ 94,761,999 $ 94,761,999 The Private Placement Warrants were valued using a Black Scholes Model, which is considered to be a Level 3 fair value measurement. The valuation uses a Black Scholes Option Pricing Model that is modified to reduce the value of the Private Placement Warrants for the probability of consummation of the Business Combination. The model utilizes key inputs including the probability of consummation of a Business Combination, implied volatility of the underlying securities indirectly derived based on comparable public company trading data, risk free interest rates based on US treasury rates, the expected time to consummation of a Business Combination based on the probability of consummation and expiration date of the warrants based on the contractual warrant terms. The primary unobservable input utilized in determining the fair value of the Public Warrants at issuance and as of March 31, 2021 is the probability of consummation of the Business Combination. The probability assigned to the consummation of a Business Combination was 90% which was determined based upon a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsors’ track record for consummating similar transactions. The Public Warrants were valued using a Monte Carlo Simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo Simulation model uses thousands of trials which simulate the price of underlying shares of the Company’s Class A ordinary shares over the duration of the Public Warrants. Each trial utilizes a maximum simulated price of $18.00 per Class A ordinary share which represents the price at which the Company may redeem the Public Warrants subsequent to a Business Combination. The simulation utilizes key inputs including the probability of consummation of a Business Combination, implied volatility of the underlying securities indirectly derived based on comparable public company trading data, risk free interest rates based on US treasury rates, the expected time to consummation of a Business Combination based on the probability of consummation and the time to expiration of the warrants based on the contractual warrant terms. The value of the Public Warrants is then calculated as the value implied by the difference between the future simulated price and the $ 11.50 exercise price of the Public Warrants. The primary unobservable input utilized in determining the fair value of the Public Warrants at issuance and as of March 31, 2021 is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 90% which was determined based upon a hybrid approach of both observed success rates of business combinations for special purpose acquisition companies and the Sponsors’ track record for consummating similar transactions. The following table presents a summary of the changes in the fair value of the warrant liabilities: Public Warrant Liability Private Placement Warrant Liability Fair value, March 2, 2021 (issuance) $ 57,270,000 $ 35,322,666 Loss on change in fair value (1) 1,380,000 789,333 Fair value, March 31, 2021 $ 58,650,000 $ 36,111,999 (1) Included in Loss on change in fair value of warrant liability on the unaudited Loss on change in fair value of warrant liability on the unaudited condensed statement of operations for the period ended March 31, 2021 also includes a loss of $5,722,666 recognized on the excess of the fair value of the Private Placement Warrants on March 2, 2021 over the cash received.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS In accordance with ASC Topic 855, Subsequent Events

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 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on March 1, 2021 and with the audited balance sheet (as restated below) included in the Current Report on Form 8-K
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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
Use of Estimates	Use of Estimates The preparation of the unaudited condensed 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 unaudited condensed 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.
Immaterial Correction of Error in Prior Financial Statement	Immaterial Correction of Error in Prior Financial Statement On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity ASC 815-40, The Company’s prior accounting treatment for the Warrants was equity classification rather than as derivative liabilities. Accounting for the Warrants as liabilities pursuant to ASC 815-40 re-measure Subsequent to the Company’s Current Report on Form 8-K 8-K As of March 2, 2021 As Reported As Revised Difference Balance Sheet Warrant liability $ — $ 92,592,666 $ 92,592,666 Total Liabilities 48,607,074 141,199,740 92,592,666 Class A common stock subject to possible redemption 1,327,952,490 1,235,359,824 (92,592,666 ) Class A common stock, $0.0001 par value 520 1,535 1,015 Additional paid-in 5,006,505 13,909,528 8,903,023 Accumulated deficit (12,938 ) (8,916,976 ) (8,904,038 ) Total Stockholder’s Equity 5,000,001 5,000,001 —
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.
Warrant Liability	Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 re-measurement warrant liabilities .
Cash Held in Trust Account	Cash Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in cash.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity Accordingly, at March 31, 2021, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration 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. At March 2, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, Fair Value Measurement The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2021, the carrying values of cash, accrued expenses and accrued offering costs approximate their fair values due to the short-term nature of the instruments. See Note 9 for further discussion of the fair value of the warrant liability.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the IPO or the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Class B ordinary shares will automatically convert into Class A ordinary shares on the business day following the completion of a Business Combination, on a one-for-one basis, subject on a one-for-one basis, subject The Class C ordinary shares will automatically convert into Class A ordinary shares at the earlier of (i) a time after the completion of a Business Combination in which the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading day period on a one-for-one basis, subject The Company’s unaudited condensed statement of operations includes a presentation of net loss per share for ordinary shares subject to redemption in a manner similar to the two-class non-redeemable non-redeemable Non-redeemable
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes be more-likely-than-not to ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to
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 (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Restatement of Financial Statements	Subsequent to the Company’s Current Report on Form 8-K 8-K As of March 2, 2021 As Reported As Revised Difference Balance Sheet Warrant liability $ — $ 92,592,666 $ 92,592,666 Total Liabilities 48,607,074 141,199,740 92,592,666 Class A common stock subject to possible redemption 1,327,952,490 1,235,359,824 (92,592,666 ) Class A common stock, $0.0001 par value 520 1,535 1,015 Additional paid-in 5,006,505 13,909,528 8,903,023 Accumulated deficit (12,938 ) (8,916,976 ) (8,904,038 ) Total Stockholder’s Equity 5,000,001 5,000,001 —

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Summary of The Fair Value Hierarchy For Liabilities	The following table presents the fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ — $ — $ 58,650,000 $ 58,650,000 Private Placement Warrants — — 36,111,999 36,111,999 Total warrant liabilities $ — $ — $ 94,761,999 $ 94,761,999
Summary of The Changes In The Fair Value Of The Warrants	The following table presents a summary of the changes in the fair value of the warrant liabilities: Public Warrant Liability Private Placement Warrant Liability Fair value, March 2, 2021 (issuance) $ 57,270,000 $ 35,322,666 Loss on change in fair value (1) 1,380,000 789,333 Fair value, March 31, 2021 $ 58,650,000 $ 36,111,999 (1) Included in Loss on change in fair value of warrant liability on the unaudited

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail)	Mar. 02, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)$ / sharesshares
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from Issuance of Warrants		$ 29,600,000
Offering costs allocated to warrant liabilities		3,181,372
IPO proceeds held in U.S.-based trust account	$ 1,380,000,000
Interest from trust account to pay dissolution expenses		$ 100,000
Per share amount in the trust account for distribution to the public shareholders | $ / shares		$ 10
Share price | $ / shares		$ 10
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period shares new issues | shares	138,000,000
Sale of stock issue price per share | $ / shares	$ 10
Proceeds from initial public offer	$ 1,380,000,000
Maximum percentage of shares redeemed on non completion of business combination	10,000
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period shares new issues | shares	18,000,000
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of the fair value of assets in trust account of the target company net of deferred underwriting commissions and taxes		80.00%
Maximum percentage of shares redeemed without prior consent from company		1,500
Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Equity metohd investment ownership percentage		50.00%
Sponsor [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrant or right, issued during the period | shares		19,733,333
Class of warrant or right, issue price | $ / shares		$ 1.50
Proceeds from Issuance of Warrants		$ 29,600,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Summary of Significant Accounting Policies [Line Items]
Cash equivalents	$ 0
Federal depository insurance coverage	$ 250,000
Class B ordinary shares to Class A ordinary shares conversion ratio	one-for-one basis
Share transfer restriction, threshold consecutive trading days	20 days
Share transfer restriction, threshold trading days	30 days
Share price | $ / shares	$ 10
Interest income earned on the Trust Account	$ 0
Net Loss	$ (11,147,221)
Common Class A [Member]
Summary of Significant Accounting Policies [Line Items]
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | shares	138,000,000
Net Loss	$ 11,147,221
Income attributable to Class A ordinary shares	$ 0
Common Class C [Member]
Summary of Significant Accounting Policies [Line Items]
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | shares	59,142,856
Common Class C [Member] | Third Anniversary [Member]
Summary of Significant Accounting Policies [Line Items]
Share price | $ / shares	$ 15.25
Common Class C [Member] | Sixth Anniversary [Member]
Summary of Significant Accounting Policies [Line Items]
Share price | $ / shares	23
Common Class C [Member] | Ninth Anniversary [Member]
Summary of Significant Accounting Policies [Line Items]
Share price | $ / shares	$ 35

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Restatement and Error Corrections in Financial Statements (Detail) - USD ($)	Mar. 31, 2021	Mar. 02, 2021	Jan. 04, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liability	$ 94,761,999
Total liabilities	143,357,499
Class A common stock subject to possible redemption	1,233,070,001
Additional paid-in capital	16,139,846
Accumulated deficit	(11,147,221)
Total shareholders' equity	5,000,008		$ 0
Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock, $0.0001 par value	$ 1,469
Reclassification of Warrant as Derivative Liabilities [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liability		$ 92,592,666
Total liabilities		141,199,740
Additional paid-in capital		13,909,528
Accumulated deficit		(8,916,976)
Total shareholders' equity		5,000,001
Reclassification of Warrant as Derivative Liabilities [Member] | Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption		1,235,359,824
Class A common stock, $0.0001 par value		1,535
Reclassification of Warrant as Derivative Liabilities [Member] | As Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total liabilities		48,607,074
Additional paid-in capital		5,006,505
Accumulated deficit		(12,938)
Total shareholders' equity		5,000,001
Reclassification of Warrant as Derivative Liabilities [Member] | As Reported [Member] | Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption		1,327,952,490
Class A common stock, $0.0001 par value		520
Reclassification of Warrant as Derivative Liabilities [Member] | Difference [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liability		92,592,666
Total liabilities		92,592,666
Additional paid-in capital		8,903,023
Accumulated deficit		(8,904,038)
Reclassification of Warrant as Derivative Liabilities [Member] | Difference [Member] | Common Class A
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Class A common stock subject to possible redemption		(92,592,666)
Class A common stock, $0.0001 par value		$ 1,015

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail)	Mar. 02, 2021$ / sharesshares
IPO [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues | shares	138,000,000
Units issued in initial public offering, price per unit | $ / shares	$ 10
Units issued, description of each unit	one Class A ordinary share and one-fourth of one redeemable warrant
Warrants, exercise price per share | $ / shares	$ 11.50
Over-Allotment Option [Member]
Class of Stock [Line Items]
Stock issued during period shares new issues | shares	18,000,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)	Mar. 02, 2021	Mar. 31, 2021
Private Placement [Line Items]
Proceeds from Issuance of Warrants		$ 29,600,000
Private Placement [Member]
Private Placement [Line Items]
Class of warrants or rights warrants issued during the period shares	19,733,333
Proceeds from Issuance of Warrants		$ 29,600,000
Number of Class A ordinary share issuable on exercise of each warrant		1
Warrants, Redemption Price Per Share		$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)	Mar. 02, 2021USD ($)	Feb. 25, 2021shares	Jan. 04, 2021USD ($)shares	Mar. 31, 2021USD ($)shares$ / shares
Related Party Transaction [Line Items]
Issuance of ordinary shares to Sponsor | $				$ 12,500
Share price threshold for stock conversion | $ / shares				$ 10
Repayment of related party debt | $				$ 388,152
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Number of warrants issuable on conversion of debt | shares				1,000,000
Conversion price | $ / shares				$ 1.50
Outstanding borrowings | $				$ 0
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Administrative services fee incurred and accrued | $				5,000
Sponsor [Member]
Related Party Transaction [Line Items]
Issuance of ordinary shares to Sponsor | $			$ 25,000
Debt amount eligible for conversion to warrants | $				$ 1,500,000
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member]
Related Party Transaction [Line Items]
Share price threshold for stock conversion | $ / shares				$ 12
Sponsor [Member] | Related Party Promissory Note [Member]
Related Party Transaction [Line Items]
Related party debt, face value | $				$ 800,000
Related party debt, maturity description				earlier of (i) June 30, 2021 or (ii) the completion of the IPO
Repayment of related party debt | $				$ 388,152
Chief Executive Officer [Member] | Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Administrative fee per month | $	$ 5,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding | shares				29,571,428
Lock in period of shares				1 year
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Issuance of ordinary shares to Sponsor, Shares | shares			19,714,286
Stock issued during period shares dividend reinvestment plan | shares		9,857,142
Common stock shares outstanding | shares		29,571,428
Common Class C [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding | shares				29,571,428
Common Class C [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Issuance of ordinary shares to Sponsor, Shares | shares			19,714,286
Stock issued during period shares dividend reinvestment plan | shares		9,857,142
Common stock shares outstanding | shares		29,571,428

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)	Feb. 25, 2021	Mar. 31, 2021
Commitments And Contingencies [Line Items]
Deferred underwriting fee payable per unit		$ 0.35
Deferred underwriting fee payable		$ 48,300,000
Stock issued, aggregate purchase price		$ 1,322,730,000
Cannae Holdings Inc [Member]
Commitments And Contingencies [Line Items]
Number of shares agreed to purchase	12,500,000
Number of warrants issued	3,125,000
Number of Class A ordinary share issuable on exercise of each warrant	1
Warrants, exercise price per share	$ 11.50
Stock issued, aggregate purchase price	$ 125,000,000
Shares issued, price per share	$ 10
Units issued, description of each unit	one Class A ordinary share and one-fourth of one warrant

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Number of trading days for determining the share price for conversion of common stock from one class to another	20 days
Number of consecutive trading days for determining the share price for conversion of common stock from one class to another	30 days
Share price threshold for stock conversion | $ / shares	$ 10
Occurring Before Third Anniversary Of Business Combination [Member]
Class of Stock [Line Items]
Share price threshold for stock conversion | $ / shares	15.25
Occurring Before Sixth Anniversary Of Business Combination [Member]
Class of Stock [Line Items]
Share price threshold for stock conversion | $ / shares	23
Occurring Before Nineth Anniversary Of Business Combination [Member]
Class of Stock [Line Items]
Share price threshold for stock conversion | $ / shares	$ 35
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	800,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares issued	14,693,000
Common stock shares outstanding	14,693,000
Ordinary shares subject to possible redemption	123,307,000
Common stock shares voting rights	one vote
Percentage of the issued and outstanding shares on the total number of shares after conversion from one class to another	15.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized	80,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares issued	29,571,428
Common stock shares outstanding	29,571,428
Common stock shares voting rights	one vote
Percentage of the issued and outstanding shares on the total number of shares after conversion from one class to another	15.00%
Common Class C [Member]
Class of Stock [Line Items]
Common stock shares authorized	80,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares issued	29,571,428
Common stock shares outstanding	29,571,428
Common stock shares voting rights	one vote
Percentage of the issued and outstanding shares on the total number of shares after conversion from one class to another	15.00%

Warrants - Additional Informati

Warrants - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Disclosure Of Warrants Public And Private [Line Items]
Number of days after which warrants are exercisable post consummation of business combination	30 days
Common Class A [Member]
Disclosure Of Warrants Public And Private [Line Items]
Class of warrants or rights exercise price of warrants	$ 11.50
Shares issued, price per share	$ 9.20
Public Warrants [Member]
Disclosure Of Warrants Public And Private [Line Items]
Number of trading days for determining the volume weighted average price of shares	20 days
Proceeds to be used for business combination as a percentage of total capital to be raised	60.00%
Volume weighted average trading price of shares	$ 9.20
Public Warrants [Member] | Trigger Price One [Member]
Disclosure Of Warrants Public And Private [Line Items]
Adjusted exercise price as a percentage of newly issued price	115.00%
Public Warrants [Member] | Trigger Price Two [Member]
Disclosure Of Warrants Public And Private [Line Items]
Adjusted exercise price as a percentage of newly issued price	115.00%
Public Warrants [Member] | Trigger Price Two [Member] | Minimum [Member]
Disclosure Of Warrants Public And Private [Line Items]
Adjusted exercise price as a percentage of newly issued price	100.00%
Public Warrants [Member] | Trigger Price Two [Member] | Maximum [Member]
Disclosure Of Warrants Public And Private [Line Items]
Adjusted exercise price as a percentage of newly issued price	180.00%
Public Warrants [Member] | Common Class A [Member]
Disclosure Of Warrants Public And Private [Line Items]
Class of warrants or rights number of shares called by each warrant or right | shares	0.3611
Number of days after the consummation of business combination within which the securities shall be registered	20 days
Number of days after the consummation of business combination within which the securities registration shall be effective	60 days
Number of trading days for determining the volume weighted average price of shares	10 days
Public Warrants [Member] | Common Class A [Member] | Trigger Price One [Member]
Disclosure Of Warrants Public And Private [Line Items]
Newly issued share price	$ 18
Class of warrants or rights redemption price per unit of warrant	$ 0.10
Minimum number of days of notice to be given to warrant holders	30 days
Public Warrants [Member] | Common Class A [Member] | Trigger Price Two [Member]
Disclosure Of Warrants Public And Private [Line Items]
Newly issued share price	$ 10
Private Placement Warrants [Member]
Disclosure Of Warrants Public And Private [Line Items]
Class of warrants or rights lock in period	30 days
Private Placement Warrants [Member] | Common Class A [Member] | Minimum [Member]
Disclosure Of Warrants Public And Private [Line Items]
Newly issued share price	$ 10
Private Placement Warrants [Member] | Common Class A [Member] | Maximum [Member]
Disclosure Of Warrants Public And Private [Line Items]
Newly issued share price	$ 18

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value Hierarchy of Liabilities (Detail) - Warrant Liabilities [Member] - Fair Value, Recurring [Member]	Mar. 31, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 94,761,999
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	94,761,999
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	58,650,000
Public Warrants [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Public Warrants [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Public Warrants [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	58,650,000
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	36,111,999
Private Placement Warrants [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Private Placement Warrants [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Private Placement Warrants [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 36,111,999

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021USD ($)$ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Adjustment to fair value of warrants | $	$ 7,891,999
Common Class A [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, exercise price per share	$ 11.50
Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Adjustment to fair value of warrants | $	$ 5,722,666
Level 3 [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Probability of consummation of business combination	90.00%
Level 3 [Member] | Public Warrants [Member] | Common Class A [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Probability of consummation of business combination	90.00%
Simulated price of share	$ 18
Warrants, exercise price per share	$ 11.50

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of The Changes In The Fair Value of The Warrants (Detail) - Warrant Liabilities [Member]	1 Months Ended
	Mar. 31, 2021USD ($)
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, March 2, 2021 (issuance)	$ 57,270,000
Loss on change in fair value	1,380,000	[1]
Fair value, March 31, 2021	58,650,000
Private Placement Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, March 2, 2021 (issuance)	35,322,666
Loss on change in fair value	789,333	[1]
Fair value, March 31, 2021	$ 36,111,999
[1]	Included in Loss on change in fair value of warrant liability on the unaudited condensed statement of operations