XML 53 R21.htm IDEA: XBRL DOCUMENT v3.21.2
Description of Organization and Business Operations (Details) - USD ($)
 3 Months Ended 12 Months Ended
May 08, 2020
Mar. 31, 2021
Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]      
Gross proceeds from issuance offering $ 300,000,000   $ 300,000,000
Deferred underwriting commissions $ 10,500,000    
Number of units issued in transaction (in Shares) 9,500,000 9,500,000  
Closing initial public offering ,description   Upon the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (the “Trust Account”), located in the United States at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) 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 Trust Account as described below. Upon the closing of the Initial Public Offering and the Private Placement, $300.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (the “Trust Account”), located in the United States at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) 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 Trust Account as described below.
Aggregate fair market value, description   The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination.
Public shareholders, description   The Company will provide the holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001 per share sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. 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). The Company will provide the holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001 per share sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. 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).
Amount of tangible assets   $ 5,000,001 $ 5,000,001
Redeeming shares, percentage   15.00% 15.00%
Percentage of redemption of company's outstanding public shares   100.00% 100.00%
Business combination, description   (i) a number of shares in the capital of the Company or comparable equity awards that are settled or are exercisable for shares in the capital of the Company, as applicable, based on an implied DeepGreen equity value of $2.25 billion after giving effect to the SOAC Continuance (the “SOAC Ordinary shares”), (ii) 5,000,000 Class A Special Shares, (iii) 10,000,000 Class B Special Shares, (iv) 10,000,000 Class C Special Shares, (v) 20,000,000 Class D Special Shares, (vi) 20,000,000 Class E Special Shares, (vii) 20,000,000 Class F Special Shares, (viii) 25,000,000 Class G Special Shares and (ix) 25,000,000 Class H Special Shares, in each case, in the capital of the Company (collectively, the “Company Earnout Shares”), or, as applicable, options to purchase such SOAC Ordinary shares and Company Earnout Shares. If the Company is unable to complete a Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but 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 for its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to
Interest to pay dissolution expenses   $ 100,000 $ 100,000
Price per shares (in Dollars per share)   $ 10.00 $ 10.00
Business combination, shares issued (in Shares)   33,030,000 33,030,000
Aggregate gross proceeds of business combination   $ 330,300,000 $ 330,300,000
Cash   1,200,000 1,300,000
working capital deficit   3,400,000 $ 372,000
Initial Public Offering [Member]      
Description of Organization and Business Operations (Details) [Line Items]      
Consummated Initial public Offering, shares (in Shares) 30,000,000    
Public shares per unit (in Dollars per share) $ 10.00    
Gross proceeds from issuance offering $ 300,000,000    
Offering costs 17,400,000    
Deferred underwriting commissions $ 10,500,000    
Number of units issued in transaction (in Shares) 30,000,000    
Private Placement [Member]      
Description of Organization and Business Operations (Details) [Line Items]      
Gross proceeds from issuance offering $ 9,500,000 $ 9,500,000  
Public shares per unit (in Dollars per share) $ 1.00 $ 1.00  
Business Acquisition [Member]      
Description of Organization and Business Operations (Details) [Line Items]      
Percentage of outstanding voting securities   50.00% 50.00%
Business combination, share price (in Dollars per share)   $ 10.00 $ 10.00