0001193125-21-150945 | S-4/A | XBRL Viewer

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Cover Page	10 Months Ended
Cover Page	Dec. 31, 2020
Document Information Line Items
Entity Registrant Name	VG ACQUISITION CORP.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Central Index Key	0001804591
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9
Entity Address, State or Province	NY

Balance Sheet	Dec. 31, 2020 USD ($)
Current assets
Cash	$ 787,701
Prepaid expenses	448,935
Total Current Assets	1,236,636
Cash and marketable securities held in Trust Account	508,645,349
TOTAL ASSETS	509,881,985
Current liabilities
Current liabilities - accrued expenses	31,751
Warrant liability	70,284,660
Deferred underwriting fee payable	17,799,250
Total Liabilities	88,115,661
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 41,676,632 shares at $10.00 per share	416,766,320
Shareholder's Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding	0
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 9,178,368 shares issued and outstanding (excluding 41,676,632 shares subject to possible redemption)	918
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 12,713,750 shares issued and outstanding	1,271
Additional paid-in capital	53,601,040
Accumulated deficit	(48,603,225)
Total Shareholders' Equity	5,000,004
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 509,881,985

Balance Sheet (Parenthetical)	Dec. 31, 2020 $ / shares shares
Preference shares par value (in Dollars per share) \| $ / shares	$ 0.0001
Preference shares authorized	1,000,000
Preferred stock, share issued	0
Preferred stock, share outstanding	0
Temporary Equity, Shares Outstanding	41,676,632
Temporary Equity, Par or Stated Value Per Share \| $ / shares	$ 10.00
Common Class A [Member]
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, share authorized	200,000,000
Common stock, share issued	9,178,368
Common stock, share outstanding	9,178,368
Temporary Equity, Shares Outstanding	41,676,632
Common Class B [Member]
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, share authorized	20,000,000
Common stock, share issued	12,713,750
Common stock, share outstanding	12,713,750

Statements of Operations	10 Months Ended
Statements of Operations	Dec. 31, 2020 USD ($) $ / shares shares
Formation and operating costs	$ 971,032
Loss from operations	(971,032)
Other income (expense):
Interest earned on marketable securities held in Trust Account	95,349
Change in fair value of warranty liability	(47,727,542)
Total other income (expense)	(47,632,193)
Net Loss	(48,603,225)
Class A Redeemable Ordinary Shares [Member]
Loss from operations	95,349
Other income (expense):
Interest earned on marketable securities held in Trust Account	$ 95,349
Weighted Average Number of Shares Outstanding, Basic and Diluted \| shares	50,526,839
Earnings Per Share, Basic and Diluted \| $ / shares	$ 0.00
Common Class A [Member]
Other income (expense):
Earnings Per Share, Basic and Diluted \| $ / shares	$ 0.00
Class B Non Redeemable Ordinary Shares [Member]
Loss from operations	$ (48,698,574)
Other income (expense):
Interest earned on marketable securities held in Trust Account	95,349
Net Loss	$ (48,603,225)
Weighted Average Number of Shares Outstanding, Basic and Diluted \| shares	12,032,668
Earnings Per Share, Basic and Diluted \| $ / shares	$ (4.05)
Common Class B [Member]
Other income (expense):
Earnings Per Share, Basic and Diluted \| $ / shares	$ (4.05)

Statements of Changes in Shareholders' Equity - 10 months ended Dec. 31, 2020 - USD ($)	Total	Additional Paid-in Capital	Retained Earnings	Common Class A [Member]	Common Class B [Member]
Beginning Balance (in Shares) at Feb. 18, 2020
Beginning Balance at Feb. 18, 2020
Issuance of Class B ordinary shares to Sponsor ,shares					13,800,000
Issuance of Class B ordinary shares to Sponsor	25,000	23,620			$ 1,380
Sale of 50,855,000 Units, net of underwriting discounts, warrant liability and offering costs, shares				50,855,000
Sale of 50,855,000 Units, net of underwriting discounts, warrant liability and offering costs	466,316,380	466,311,294		$ 5,086
Cash received in excess of fair value of private warrants	4,028,169	4,028,169
Class A ordinary shares subject to possible redemption,shares				(41,676,632)
Class A ordinary shares subject to possible redemption	(416,766,320)	(416,762,152)		$ (4,168)
Forfeiture of Founder Shares,shares					(1,086,250)
Forfeiture of Founder Shares		109			$ (109)
Net loss	(48,603,225)		(48,603,225)
Ending Balance (in Shares) at Dec. 31, 2020				9,178,368	12,713,750
Ending Balance at Dec. 31, 2020	$ 5,000,004	$ 53,601,040	$ (48,603,225)	$ 918	$ 1,271

Statements of Changes in Shareholders' Equity (Parenthetical)	10 Months Ended
	Dec. 31, 2020 USD ($)
Statement of Stockholders' Equity [Abstract]
Proceeds from Sale, Maturity and Collection of Investments	$ 50,855,000

Statement of Cash Flows	10 Months Ended
Statement of Cash Flows	Dec. 31, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (48,603,225)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation and operating costs through promissory note	10,031
Interest earned on marketable securities held in Trust Account	(95,349)
Change in fair value of warranty liability	47,727,542
Allocation of initial public offering transaction costs related to warrant liability	821,951
Changes in operating assets and liabilities:
Prepaid expenses	(448,935)
Accrued expenses	31,751
Net cash used in operating activities	(556,234)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(508,550,000)
Net cash used in investing activities	(508,550,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to the Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	498,379,000
Proceeds from sale of Private Placement Warrants	12,171,000
Repayment of promissory note – related party	(207,632)
Payments of offering costs	(473,433)
Net cash provided by financing activities	509,893,935
Net Change in Cash	787,701
Cash – Ending	787,701
Non-Cash Investing and Financing Activities:
Initial classification of Class A ordinary shares subject to possible redemption	464,537,242
Change in value of Class A ordinary shares subject to possible redemption	(47,770,922)
Initial classification of warrant liability	22,557,118
Deferred underwriting fee payable	17,799,250
Payment of offering costs through promissory note	$ 197,601

Description of Organization and Business Operations

10 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Description of Organization and Business Operations

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

VG Acquisition Corp. (formerly known as Bleecker Street Acquisition Corp.) (the “Company”) was incorporated in the Cayman Islands on February 19, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 6, 2020 the Company consummated the Initial Public Offering of 48,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $480,000,000 which is described in Note

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,733,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to VG Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $11,600,000, which is described in Note

On October 14, 2020, the underwriters notified the Company of their intent to partially exercise their over-allotment option on October 16, 2020. As such, on October 16, 2020, the Company sold an additional 2,855,000 Units, at a price of $10.00 per Unit, and the sale of an additional 380,666 Private Placement Warrants to the Sponsor, at $1.50 per Private Placement Warrant, generating total proceeds of $29,121,000. A total of $28,550,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $508,550,000.

Transaction costs amounted to $28,641,284, consisting of $10,171,000 of underwriting fees, $17,799,250 of deferred underwriting fees and $671,034 of other offering costs.

Of the total transaction costs of the Initial Public Offering, $821,951 is included in transactions costs in the statement of operations and $27,819,333 is included in shareholders’ equity.

Following the closing of the Initial Public Offering on October 6, 2020, and the partial exercise of the over-allotment option on October 16, 2020, an amount of $508,550,000 from the proceeds of the sale of the Units in the Initial Public Offering and exercise of the over-allotment option, net of underwriting fees, and the sale of the Private Placement Warrants, net of the amount reserved for payment of offering costs and working capital purposes, was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations), calculated as of two business days prior to the completion of the Business Combination. The

per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note

) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its Business Combination by October 6, 2022 or (B) with respect to any other provision relating to shareholders’ rights or

pre-initial

business combination activity.

The Company will have until October 6, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest income to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note

) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the

per-share

value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will

have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Restatement of Previously Issued Financial Statements

10 Months Ended

Dec. 31, 2020

Prior Period Adjustment [Abstract]

Restatement of Previously Issued Financial Statements

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic

815-40,

Contracts in Entity’s Own Equity. ASC

Section 815-40-15

addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC

Section 815-40-15,

a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC

Section 815-40-15

because the holder of the instrument is not an input into the pricing of a

fixed-for-fixed

option on equity shares. In addition, based on management’s evaluation, in consultation with the Company’s audit committee, management concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC

Section 815-40-25.

As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.


	As Previously Reported			Adjustments			As Restated
Balance sheet as of October 6, 2020 (audited)
Warrant Liability	$	—		$	21,365,881		$	21,365,881
Total Liabilities		17,077,632			21,365,881			38,373,513
Ordinary Shares Subject to Possible Redemption		459,543,610			(21,365,881	)		438,177,729
Class A Ordinary Shares		205			213			418
Additional Paid-in Capital		5,008,771			777,231			5,786,002
Accumulated Deficit		(10,349	)		(777,444	)		(787,793	)

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	70,284,660		$	70,284,660
Total Liabilities		17,831,001			70,284,660			88,115,661
Ordinary Shares Subject to Possible Redemption		487,050,980			(70,284,660	)		416,766,320
Class A Ordinary Shares		215			703			918
Additional Paid-in Capital		5,052,250			48,548,790			53,601,040
Accumulated Deficit		(53,732	)		(48,549,493	)		(48,603,225	)

Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(47,727,542	)	$	(47,727,542	)
Allocation of initial public offering expenses to warrant liability		—			(821,951	)		(821,951	)
Net loss		(53,732	)		(48,549,493	)		(48,603,225	)
Basic and diluted net loss per share, Class B ordinary shares		(0.01	)		(4.11	)		(4.12	)

Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(53,732	)	$	(48,549,493	)	$	(48,603,225	)
Change in fair value of warrant liability		—			47,727,542			47,727,542
Allocation of initial public offering costs to warrant liability		—			821,951			821,951
Initial classification of warrant liability		—			22,557,118			22,557,118
Initial classification of Class A ordinary shares subject to possible redemption		487,094,360			[22,557,118	]		464,537,242
Change in value of Class A ordinary shares subject to possible redemption		(43,380	)		(47,727,542	)		(47,770,922	)

Summary of Significant Accounting Policies

10 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held invested in U.S. Treasury Bills.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

In accordance with ASC 825-10 “Financial Instruments”, the Company has concluded that a portion of the transaction costs which directly related to the Initial Public Offering and the Private Placement, which were previously charged to stockholder’s equity, should be allocated to the Warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the statement of operations. Accordingly, included in the statement of operations for the period from February 19, 2020 (inception) through December 31, 2020 is $821,951 of transaction costs related to the warrants.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a probability adjusted Black-Scholes valuation. The fair value of the public warrants was originally estimated using a Monte Carlo simulation approach (see Note 8) and measured utilizing the public trading price at December 31, 2020.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified

as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Offering Costs

Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $27,819,333 were

charged to shareholder’s equity upon the completion of the Initial Public Offering and the underwriter’s exercise of the overallotment, and the remaining $821,951 of offering costs related to the warrant liability were charged to operations.

Income Taxes

ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company is subject to income tax examinations since inception.

Net Income (Loss) Per Ordinary Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 25,065,666 shares of Class A ordinary shares in the aggregate.

The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from February 19, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	95,349

Net Earnings	$	95,349
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		50,526,839
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00


Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(48,603,225	)
Redeemable Net Earnings		(95,349	)

Non-Redeemable Net Loss	$	(48,698,574	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		12,032,668
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(4.05	)

Note: As of December 31, 2020, basic and diluted shares are the same as there are no

non-redeemable

securities that are dilutive to the shareholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

10 Months Ended

Dec. 31, 2020

Initial Public Offering Disclosure [Abstract]

Initial Public Offering

NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 50,855,000 Units, inclusive of 2,855,000 Units sold to the underwriters on October 16, 2020 upon the underwriters’ election to partially exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and

one-third

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note

Related Party Transactions

10 Months Ended

Dec. 31, 2020

Related Party Transactions

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

In February 2020, the Company issued 11,500,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000. On September 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors. On October 1, 2020, the Company effected

a 6-for-5 share

split with respect to the Class B ordinary shares, resulting in an aggregate of 13,800,000 Class B ordinary shares issued and outstanding (the “Founder Shares”). The Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering and exercise of the underwriter’s over-allotment option. On November 20, 2020, the underwriters’ election to exercise their full over-allotment option expired unexercised, resulting in the forfeiture of 1,086,250 shares. Accordingly, as of November 20, 2020, there were 12,713,750 Founder Shares issued and outstanding.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup.

Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 7,733,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $11,600,000. On October 16, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 380,666 Private Placement Warrants

to the Sponsor, at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $571,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note

). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Promissory Note—Related Party

On February 28, 2020, the Company issued a Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $250,000. The Promissory Note was

non-interest

bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. As of October 6, 2020, there was $207,632 outstanding under the Promissory Note, which was subsequently repaid on November 30, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Administrative Support Agreement

The Company entered into an agreement, commencing on October 1, 2020, to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For period from February 19, 2020 (inception) through December 31, 2020, the Company incurred $30,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet.

Commitments and Contingencies

10 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $17,799,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Warrants

— 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 on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after 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 Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60

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. Notwithstanding the above, 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 public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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) 0.361. 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

—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption;

•

to each warrant holder; and

•

if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.

Redemption of Warrants When the Price per Class

A Ordinary Share Equals or Exceeds $10.00

—Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined, based on the redemption date and the “fair market value” of the Class A ordinary shares;

•

if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and

•

if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Shareholder's Equity

10 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Shareholder's 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, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding.

Class

A Ordinary Shares

— The Company is authorized to issue 200,000,000 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 December 31, 2020 there were 9,178,368 Class A ordinary shares issued and outstanding, excluding 41,676,632 Class A ordinary shares subject to possible redemption.

Class

B Ordinary Shares

— The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 12,713,750 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a

one-for-one

basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis.

Fair Value Measurements

10 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Cash and Marketable Securities Held in Trust Account

The Company

classifies its U.S. Treasury and equivalent securities as

held-to-maturity

in accordance with ASC Topic

320

“Investments

Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2020, assets held in the Trust Account were comprised of $4,492 in cash and $508,640,857 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of

held-to-maturity

securities at December 31, 2020 are as follows:


Held-To-Maturity	Level	Amortized Cost		Gross Holding Gain		Fair Value
U.S. Treasury Securities (Mature on 3/11/2021)	1	$	508,640,857	$	7,922	$	508,648,779

On March 11, 2021, the full balance of the maturing U.S. Treasury Securities was placed into a money market fund.

Warrant Liability

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the balance sheet. The warrant liability is measured at fair value at issuance and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the statement of operations.

The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020:


	Level		Fair Value
Liabilities:
Warrant Liability – Public Warrants		1	$	25,332,518

Warrant Liability – Private Placement Warrants		3	$	44,952,142

Initial Measurement

The Company established the initial fair value for the Warrants on October 6, 2020, the date of the Company’s Initial Public (and on October 16, 2020, the date of exercise of the underwriter’s overallotment), Offering, using a Monte Carlo simulation model for the Public Warrants and the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-fourth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


Input	Initial Measurement (October 6, 2020 and October 16, 2020)
Risk-free interest rate		0.48	%
Expected term (years)		1.5
Expected volatility		40.0	%
Exercise price	$	11.50
Fair value of Units	$	9.94

At the initial measurement dates, the fair value of the Private Placement Warrants and Public Warrants were determined to be

$1.00 and $0.85 per warrant for aggregate values of $8.1 million and $14.4 million, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market.

The following table presents the changes in the fair value of warrant liability:


	Private Placement		Level		Public		Level		Warrant Liability

Fair value as of February 19, 2020 (inception)	$	—			$	—			$	—
Initial measurement on October 6, 2020		7,760,812		3		13,605,069		3		21,365,881
Initial measurement on October 16, 2020		382,019		3		809,218		3		1,191,237
Change in fair value of warrant liability		17,189,687		3		30,537,855		1		47,727,542

Fair value as of December 31, 2020	$	25,332,518			$	44,952,142			$	70,284,660

On November 23, 2020, the date at which the Public Warrants were able to be separately traded, the Company was able to use quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants. Accordingly, the Company had transfers out of Level 3 totaling $14,414,287

at November 23, 2020.

Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

10 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

NOTE 9 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described in Note 2 or below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 4, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Chrome Merger Sub, Inc., a Delaware corporation (“VGAC Merger Sub”), and 23andMe, Inc., a Delaware corporation (“23andMe”).

The Merger Agreement provides for, among other things, the following transactions on the closing date: (i) the Company will become a Delaware corporation (the “Domestication”) and, in connection with the Domestication, (A) the Company’s name will be changed to “23andMe Holding Co.,” (B) each then-issued and outstanding Class A ordinary share of the Company will convert automatically into one share of Class A common stock of the Company (the “New 23andMe Class A Common Stock”), (C) each then-issued and outstanding Class B ordinary share of the Company will convert automatically into one share of New 23andMe Class A Common Stock, and (D) each then-issued and outstanding common warrant of the Company will convert automatically into one warrant to purchase one share of New 23andMe Class A Common Stock; and (ii) following the Domestication, VGAC Merger Sub will merge with and into 23andMe, with 23andMe as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of the Company (the “Merger”).

In accordance with the terms and subject to the conditions of the Merger Agreement, based on an implied equity value of $3.6 billion, (i) each share of 23andMe Class A common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New 23andMe Class A Common Stock, as determined in the Merger Agreement (the “Share Conversion Ratio”), (ii) each share of 23andMe Class B common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New 23andMe Class B Common Stock, as determined pursuant to the Share Conversion Ratio, (iii) each share of 23andMe preferred stock will be converted into shares of 23andMe Class B common stock immediately prior to the consummation of the Merger and such shares of 23andMe Class B common stock will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New 23andMe Class B Common Stock, as determined in the Merger Agreement, (iv) vested options of 23andMe will convert into a number of shares of 23andMe Class A common stock determined in accordance with the Share Conversion Ratio, net of shares withheld to pay the applicable exercise price and tax withholding, or in certain limited cases, be assumed by VGAC and converted into comparable options that are exercisable for shares of New 23andMe Class A Common Stock, with a value determined in accordance with the Share Conversion Ratio, and (v) unvested options of 23andMe will be assumed by VGAC and converted into comparable options that are exercisable for shares of New 23andMe Class A Common Stock, with a value determined in accordance with the Share Conversion Ratio.

The Merger will be consummated subject to certain conditions as further described in the Merger Agreement.

Accounting Policies, by Policy (Policies)

10 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held invested in U.S. Treasury Bills.

Warrant Liability

Class A Ordinary Shares Subject to Possible Redemption

Offering Costs

Income Taxes

Net Income (Loss) Per Ordinary Share

The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the

two-class

non-redeemable

ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B

non-redeemable

ordinary shares outstanding for the period. Class B

non-redeemable

ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from February 19, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	95,349

Net Earnings	$	95,349
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		50,526,839
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00


Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(48,603,225	)
Redeemable Net Earnings		(95,349	)

Non-Redeemable Net Loss	$	(48,698,574	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		12,032,668
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(4.05	)

Note: As of December 31, 2020, basic and diluted shares are the same as there are no

non-redeemable

securities that are dilutive to the shareholders.

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Issued Financial Statements (Tables)

10 Months Ended

Dec. 31, 2020

Prior Period Adjustment [Abstract]

Summary of warrants as components of equity instead of as derivative liabilities


	As Previously Reported			Adjustments			As Restated
Balance sheet as of October 6, 2020 (audited)
Warrant Liability	$	—		$	21,365,881		$	21,365,881
Total Liabilities		17,077,632			21,365,881			38,373,513
Ordinary Shares Subject to Possible Redemption		459,543,610			(21,365,881	)		438,177,729
Class A Ordinary Shares		205			213			418
Additional Paid-in Capital		5,008,771			777,231			5,786,002
Accumulated Deficit		(10,349	)		(777,444	)		(787,793	)

Balance sheet as of December 31, 2020 (audited)
Warrant Liability	$	—		$	70,284,660		$	70,284,660
Total Liabilities		17,831,001			70,284,660			88,115,661
Ordinary Shares Subject to Possible Redemption		487,050,980			(70,284,660	)		416,766,320
Class A Ordinary Shares		215			703			918
Additional Paid-in Capital		5,052,250			48,548,790			53,601,040
Accumulated Deficit		(53,732	)		(48,549,493	)		(48,603,225	)

Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(47,727,542	)	$	(47,727,542	)
Allocation of initial public offering expenses to warrant liability		—			(821,951	)		(821,951	)
Net loss		(53,732	)		(48,549,493	)		(48,603,225	)
Basic and diluted net loss per share, Class B ordinary shares		(0.01	)		(4.11	)		(4.12	)

Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Net loss	$	(53,732	)	$	(48,549,493	)	$	(48,603,225	)
Change in fair value of warrant liability		—			47,727,542			47,727,542
Allocation of initial public offering costs to warrant liability		—			821,951			821,951
Initial classification of warrant liability		—			22,557,118			22,557,118
Initial classification of Class A ordinary shares subject to possible redemption		487,094,360			[22,557,118	]		464,537,242
Change in value of Class A ordinary shares subject to possible redemption		(43,380	)		(47,727,542	)		(47,770,922	)

Summary of Significant Accounting Policies (Tables)

10 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of basic and diluted net income (loss) per ordinary share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from February 19, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Interest Income	$	95,349

Net Earnings	$	95,349
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted		50,526,839
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares	$	0.00


Non-Redeemable Class B Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(48,603,225	)
Redeemable Net Earnings		(95,349	)

Non-Redeemable Net Loss	$	(48,698,574	)
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares
Non-Redeemable Class B Ordinary Shares, Basic and Diluted		12,032,668
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares	$	(4.05	)

Fair Value Measurements (Tables)

10 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Summary of financial Asset measured at fair value on recurring basis

The gross holding gains and fair value of

held-to-maturity

securities at December 31, 2020 are as follows:


Held-To-Maturity	Level	Amortized Cost		Gross Holding Gain		Fair Value
U.S. Treasury Securities (Mature on 3/11/2021)	1	$	508,640,857	$	7,922	$	508,648,779

Summary of fair value measurement inputs and techniques

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement:


Input	Initial Measurement (October 6, 2020 and October 16, 2020)
Risk-free interest rate		0.48	%
Expected term (years)		1.5
Expected volatility		40.0	%
Exercise price	$	11.50
Fair value of Units	$	9.94

Schedule of changes in the fair value of warrant liabilities

The following table presents the changes in the fair value of warrant liability:


	Private Placement		Level		Public		Level		Warrant Liability

Fair value as of February 19, 2020 (inception)	$	—			$	—			$	—
Initial measurement on October 6, 2020		7,760,812		3		13,605,069		3		21,365,881
Initial measurement on October 16, 2020		382,019		3		809,218		3		1,191,237
Change in fair value of warrant liability		17,189,687		3		30,537,855		1		47,727,542

Fair value as of December 31, 2020	$	25,332,518			$	44,952,142			$	70,284,660

Summary of liabilities measured at fair value on a recurring basis

The following table presents the Company’s fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020:


	Level		Fair Value
Liabilities:
Warrant Liability – Public Warrants		1	$	25,332,518

Warrant Liability – Private Placement Warrants		3	$	44,952,142

Description of Organization and Business Operations (Details) - USD ($)			1 Months Ended	3 Months Ended	10 Months Ended
	Oct. 16, 2020	Oct. 06, 2020	Oct. 16, 2020	Dec. 31, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds	$ 29,121,000	$ 480,000,000
Sale of warrants					$ 12,171,000
Share price (in Dollars per share)	$ 10.00		$ 10.00
Net proceeds	$ 28,550,000
Proceeds held in Trust Account	508,550,000		$ 508,550,000
Business Acquisition, Transaction Costs	28,641,284		$ 28,641,284
Consisting fees					10,171,000
Deferred underwriting fees					17,799,250
Other offering costs					$ 671,034
Business combination acquire description					Following the closing of the Initial Public Offering on October 6, 2020, and the partial exercise of the over-allotment option on October 16, 2020, an amount of $508,550,000 from the proceeds of the sale of the Units in the Initial Public Offering and exercise of the over-allotment option, net of underwriting fees, and the sale of the Private Placement Warrants, net of the amount reserved for payment of offering costs and working capital purposes, was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
Business acquisition of voting percentage				50.00%	50.00%
Business combination net tangible assets				$ 5,000,001	$ 5,000,001
Public Shares, without the prior consent				15.00%	15.00%
Business combination redeem				100.00%	100.00%
Business combination agreement				If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest income to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Business combination trust account description					(i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims
Payments of Stock Issuance Costs					$ 473,433
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds					11,600,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds	$ 380,666
Sale of warrants					$ 7,733,333
Share price (in Dollars per share)	$ 1.50		$ 1.50	$ 1.50	$ 1.50
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds	$ 2,855,000		$ 508,550,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price (in Dollars per share)				$ 10.00	$ 10.00
Other offering costs					$ 821,951
Fair market value, percentage					80.00%
Payments of Stock Issuance Costs					$ 27,819,333
Common Class A [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial Public Offering		$ 48,000,000

Restatement of Previously Issued Financial Statements - Additional Information (Detail)	Dec. 31, 2020
Prior Period Adjustment [Abstract]
Percent of outstanding shares tender or exchange offer made	50.00%

Restatement of Previously Issued Financial Statements - Summary of warrants as components of equity instead of as derivative liabilities (Detail) - USD ($)	10 Months Ended
	Dec. 31, 2020	Oct. 06, 2020
Balance sheet as of October 6, 2020 (audited)
Warrant Liability	$ 70,284,660
Total Liabilities	88,115,661
Ordinary Shares Subject to Possible Redemption	416,766,320
Class A Ordinary Shares	918
Additional paid-in capital	53,601,040
Accumulated deficit	(48,603,225)
Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warranty liability	(47,727,542)
Net loss	(48,603,225)
Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Net loss	(48,603,225)
Change in fair value of warranty liability	47,727,542
Allocation of initial public offering costs to warrant liability	(821,951)
Initial classification of warrant liability	22,557,118
Initial classification of Class A ordinary shares subject to possible redemption	464,537,242
Change in value of Class A ordinary shares subject to possible redemption	(47,770,922)
As Previously Reported [Member]
Balance sheet as of October 6, 2020 (audited)
Total Liabilities	17,831,001	$ 17,077,632
Ordinary Shares Subject to Possible Redemption	487,050,980	459,543,610
Class A Ordinary Shares	215	205
Additional paid-in capital	5,052,250	5,008,771
Accumulated deficit	(53,732)	(10,349)
Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Net loss	$ (53,732)
Basic and diluted net loss per share, Class B ordinary shares	$ (0.01)
Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Net loss	$ (53,732)
Initial classification of Class A ordinary shares subject to possible redemption	487,094,360
Change in value of Class A ordinary shares subject to possible redemption	(43,380)
Adjustments [Member]
Balance sheet as of October 6, 2020 (audited)
Warrant Liability	70,284,660	21,365,881
Total Liabilities	70,284,660	21,365,881
Ordinary Shares Subject to Possible Redemption	(70,284,660)	(21,365,881)
Class A Ordinary Shares	703	213
Additional paid-in capital	48,548,790	777,231
Accumulated deficit	(48,549,493)	(777,444)
Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warranty liability	(47,727,542)
Allocation of initial public offering expenses to warrant liability	(821,951)
Net loss	$ (48,549,493)
Basic and diluted net loss per share, Class B ordinary shares	$ (4.11)
Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Net loss	$ (48,549,493)
Change in fair value of warranty liability	47,727,542
Allocation of initial public offering costs to warrant liability	821,951
Initial classification of warrant liability	22,557,118
Initial classification of Class A ordinary shares subject to possible redemption	(22,557,118)
Change in value of Class A ordinary shares subject to possible redemption	(47,727,542)
As Restated [Member]
Balance sheet as of October 6, 2020 (audited)
Warrant Liability	70,284,660	21,365,881
Total Liabilities	88,115,661	38,373,513
Ordinary Shares Subject to Possible Redemption	416,766,320	438,177,729
Class A Ordinary Shares	918	418
Additional paid-in capital	53,601,040	5,786,002
Accumulated deficit	(48,603,225)	$ (787,793)
Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Change in fair value of warranty liability	(47,727,542)
Allocation of initial public offering expenses to warrant liability	(821,951)
Net loss	$ (48,603,225)
Basic and diluted net loss per share, Class B ordinary shares	$ (4.12)
Cash Flow Statement for the Period from February 19, 2020 (inception) to December 31, 2020 (audited)
Net loss	$ (48,603,225)
Change in fair value of warranty liability	47,727,542
Allocation of initial public offering costs to warrant liability	821,951
Initial classification of warrant liability	22,557,118
Initial classification of Class A ordinary shares subject to possible redemption	464,537,242
Change in value of Class A ordinary shares subject to possible redemption	$ (47,770,922)

Summary of Significant Accounting Policies (Details)	10 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2020 USD ($) shares
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs amounting	$ 473,433
Tax provision	0
Federal depository insurance coverage limit	250,000
Allocation of initial public offering transaction costs related to warrant liability	821,951
Dilutive Securities, Effect on Basic Earnings Per Share	0
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs amounting	$ 27,819,333
Class A ordinary shares
Summary of Significant Accounting Policies (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount \| shares	25,065,666

Summary of Significant Accounting Policies - Summary of basic and diluted net income (loss) per ordinary share (Detail)	10 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Interest Income	$ 95,349
Net Earnings	(971,032)
Net loss	(48,603,225)
Redeemable Net Earnings	(95,349)
Non-Redeemable Net Loss	(971,032)
Class A Redeemable Ordinary Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Interest Income	95,349
Net Earnings	95,349
Redeemable Net Earnings	(95,349)
Non-Redeemable Net Loss	$ 95,349
Weighted Average Number of Shares Outstanding, Basic and Diluted \| shares	50,526,839
Earnings Per Share, Basic and Diluted \| $ / shares	$ 0.00
Class B Non Redeemable Ordinary Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Interest Income	$ 95,349
Net Earnings	(48,698,574)
Net loss	(48,603,225)
Redeemable Net Earnings	(95,349)
Non-Redeemable Net Loss	$ (48,698,574)
Weighted Average Number of Shares Outstanding, Basic and Diluted \| shares	12,032,668
Earnings Per Share, Basic and Diluted \| $ / shares	$ (4.05)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

Initial Public Offering (Details) - $ / shares	1 Months Ended
Initial Public Offering (Details) - $ / shares	Oct. 16, 2020	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Number of units issued	50,855,000
Purchase price	$ 9.94
Description of warrant consists	Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued	2,855,000
Purchase price	$ 10.00
Class A ordinary share [Member]
Initial Public Offering (Details) [Line Items]
Warrant exercise price		$ 11.50

Related Party Transactions (Details) - USD ($)			1 Months Ended	10 Months Ended
Related Party Transactions (Details) - USD ($)	Nov. 20, 2020	Oct. 16, 2020	Feb. 29, 2020	Dec. 31, 2020	Oct. 06, 2020	Oct. 01, 2020	Feb. 28, 2020
Related Party Transactions (Details) [Line Items]
Purchase price of founder (in Dollars)				$ 466,316,380
Shareholder outstanding shares percentage				100.00%
Sponsor, Description				(i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup.
Private placement warrants purchase price (in Dollars)				$ 11,600,000
Working capital loans (in Dollars)				$ 1,500,000
Sale of price per share (in Dollars per share)				$ 1.50
Payment of sponsor (in Dollars)				$ 10,000
Accrued Liabilities [Member]
Related Party Transactions (Details) [Line Items]
Related party transaction expenses				$ 30,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor transferred founder shares			30,000
Common stock, share outstanding	12,713,750
Common stock, share issued	12,713,750
Forfeiture of founder shares	1,086,250
Shareholder outstanding shares percentage			20.00%
Promissory Note—Related Party [Member]
Related Party Transactions (Details) [Line Items]
Principal amount (in Dollars)							$ 250,000
Outstanding under promissory note (in Dollars)					$ 207,632
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Private placement warrants shares				7,733,333
Private placement warrants price per share (in Dollars per share)		$ 1.50		$ 1.50
Additional private placement warrants		380,666
Additional private placement warrants purchase price (in Dollars)		$ 571,000
Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Issuance of common stock to ordinary shares			13,800,000
Common stock, share outstanding				12,713,750
Common stock, share issued				12,713,750
Forfeiture of founder shares				1,086,250
Common Class B [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of common stock to ordinary shares			11,500,000
Purchase price of founder (in Dollars)			$ 25,000
Common stock, share issued						13,800,000
Common Class A [Member]
Related Party Transactions (Details) [Line Items]
Issuance of common stock to ordinary shares				50,855,000
Purchase price of founder (in Dollars)				$ 5,086
Common stock, share outstanding				9,178,368
Common stock, share issued				9,178,368
Private placement warrants price per share (in Dollars per share)				$ 11.50
Common Class A [Member] \| Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Exercisable price of warrants (in Dollars per share)		$ 11.50

Commitments and Contingencies (Details)	10 Months Ended
Commitments and Contingencies (Details)	Dec. 31, 2020 USD ($) $ / shares
Commitments and Contingencies [Line Items]
Deferred underwriting discount \| $ / shares	$ 0.35
Deferred underwriting fees \| $	$ 17,799,250
Business combination, warrants expire	5 years
Warrant [Member]
Commitments and Contingencies [Line Items]
Description of warrant redemption	Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00—Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • to each warrant holder; and • if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).
Warrant One [Member]
Commitments and Contingencies [Line Items]
Description of warrant redemption	Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined, based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.
Class A common stock
Commitments and Contingencies [Line Items]
Business combination related, description	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

- Definition

Identification of the lender and information about a contractual promise to repay a short-term or long-term obligation, which includes borrowings under lines of credit, notes payable, commercial paper, bonds payable, debentures, and other contractual obligations for payment. This may include rationale for entering into the arrangement, significant terms of the arrangement, which may include amount, repayment terms, priority, collateral required, debt covenants, borrowing capacity, call features, participation rights, conversion provisions, sinking-fund requirements, voting rights, basis for conversion if convertible and remarketing provisions. The description may be provided for individual debt instruments, rational groupings of debt instruments, or by debt in total.

+ References + Details

Shareholder's Equity (Details)	10 Months Ended
Shareholder's Equity (Details)	Dec. 31, 2020 $ / shares shares
Shareholder's Equity (Details) [Line Items]
Preference shares, authorized	1,000,000
Preference shares, par value (in Dollars per share) \| $ / shares	$ 0.0001
Temporary Equity, Shares Outstanding	41,676,632
Common Class A [Member]
Shareholder's Equity (Details) [Line Items]
Common stock, share authorized	200,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, share issued	9,178,368
Common stock, share outstanding	9,178,368
Temporary Equity, Shares Outstanding	41,676,632
Common Class B [Member]
Shareholder's Equity (Details) [Line Items]
Common stock, share authorized	20,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, share issued	12,713,750
Common stock, share outstanding	12,713,750
Common Class B [Member] \| Over-Allotment Option [Member]
Shareholder's Equity (Details) [Line Items]
Common stock issued and outstanding, percentage	20.00%

Fair Value Measurements - Summary of financial Asset measured at fair value on recurring basis (Detail) - Fair Value, Recurring [Member] - US Treasury Securities [Member]	10 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Held-To-Maturity	Mar. 11, 2021
Amortized Cost	$ 508,640,857
Gross Holding Gain	7,922
Fair Value	508,648,779
Level1 [member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Fair Value	$ 1

Fair Value Measurement - Summary of liabilities measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member]	Dec. 31, 2020 USD ($)
Public Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	$ 25,332,518
Public Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	1
Private Placement [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	44,952,142
Private Placement [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Liabilities	$ 3

Fair Value Measurement - Summary of fair value measurement inputs and techniques (Detail) - $ / shares	10 Months Ended
	Dec. 31, 2020	Oct. 16, 2020
Fair Value Disclosures [Abstract]
Risk-free interest rate	0.48%
Expected term (years)	1 year 6 months
Expected volatility	40.00%
Exercise price	$ 11.50
Fair value of Units		$ 9.94

Fair Value Measurement - Schedule of changes in the fair value of warrant liabilities (Detail)	10 Months Ended
	Dec. 31, 2020 USD ($)
Changes In Fair Value Of Warrant Liabilities [Line Items]
Change in fair value of warrant liability	$ 47,727,542
Private Placement [Member]
Changes In Fair Value Of Warrant Liabilities [Line Items]
Fair value as of February 19, 2020 (inception)
Fair value as of December 31, 2020	25,332,518
Private Placement [Member] \| Fair Value, Inputs, Level 3 [Member]
Changes In Fair Value Of Warrant Liabilities [Line Items]
Initial measurement on October 6, 2020	7,760,812
Initial measurement on October 16, 2020	382,019
Change in fair value of warrant liability	17,189,687
Public Warrants [Member]
Changes In Fair Value Of Warrant Liabilities [Line Items]
Fair value as of February 19, 2020 (inception)
Fair value as of December 31, 2020	44,952,142
Public Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Changes In Fair Value Of Warrant Liabilities [Line Items]
Change in fair value of warrant liability	30,537,855
Public Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Changes In Fair Value Of Warrant Liabilities [Line Items]
Initial measurement on October 6, 2020	13,605,069
Initial measurement on October 16, 2020	809,218
Warrant liability [Member]
Changes In Fair Value Of Warrant Liabilities [Line Items]
Fair value as of February 19, 2020 (inception)
Initial measurement on October 6, 2020	21,365,881
Initial measurement on October 16, 2020	1,191,237
Change in fair value of warrant liability	47,727,542
Fair value as of December 31, 2020	$ 70,284,660

Fair Value Measurements - Additional Information (Details) - USD ($)	Nov. 23, 2020	Dec. 31, 2020	Oct. 16, 2020	Oct. 06, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurement with unobservable inputs reconciliation recurring basis liabilities transfers out of level 3	$ 14,414,287
Private Placement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Class of warrant or right exercise price of warrants or rights		$ 1.50	$ 1.50
Initial Measurement [Member] \| Private Placement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate value of liabilities at fair value				$ 8,100,000
Class of warrant or right exercise price of warrants or rights				$ 1.00
Initial Measurement [Member] \| Public Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate value of liabilities at fair value				$ 14,400,000
Class of warrant or right exercise price of warrants or rights				$ 0.85
Cash [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets Held-in-trust, Current		$ 4,492
US Treasury Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets Held-in-trust, Current		$ 508,640,857

Subsequent Events - Additional Information (Details) $ in Billions	Feb. 04, 2021 USD ($)
Subsequent Event [Member] \| VGAC Merger Sub [Member]
Subsequent Event [Line Items]
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	$ 3.6