ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The Companys management determined that the Cayman Islands is the Companys only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman
Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Companys financial statements. The Companys management does not
expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Standards
The Companys management does not believe that any recently issued, but not yet effective, accounting standards updates, if
currently adopted, would have a material effect on the accompanying financial statements.
Note 3Initial Public Offering
On December 14, 2020, the Company consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000
Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.7 million, inclusive of approximately $6.9 million in underwriting commissions paid upon
closing of the Initial Public Offering, $12.1 million in deferred underwriting commissions and $400,000 in deferred legal fees.
Each
Unit consists of one Class A ordinary share and one-third of one redeemable warrant (Public Warrant). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary
share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
Note 4Private Placement
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,026,807 Private
Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.5 million.
Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the
proceeds from the sale of the Private Placement Warrants to the Sponsor was 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
Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted
transferees.
The Sponsor and the Companys officers and directors agreed, subject to limited exceptions, not to transfer, assign or
sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Note 5Related Party
Transactions
Founder Shares
In July 2020, the Sponsor paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of
10,062,500 Class B ordinary shares (the Founder Shares). On December 2, 2020, the Sponsor effected a surrender of 2,875,000 Class B ordinary shares to the Company for no consideration. On December 9, 2020, the Company
effected a share split with respect to the Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share
surrender and the share split. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the
underwriters, so that the Founder Shares would represent 20% of the Companys issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on December 14, 2020; thus, the
1,125,000 Founder Shares were no longer subject to forfeiture.
F-13