Document and Entity Information
Document and Entity Information - USD ($) | 8 Months Ended | |
Dec. 31, 2020 | May 18, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Document Period End Date | Dec. 31, 2020 | |
Entity Registrant Name | CC Neuberger Principal Holdings II | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Transition Report | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Public Float | $ 861,120,000 | |
Entity Central Index Key | 0001812667 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Class A | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | PRPB | |
Security Exchange Name | NYSEAMER | |
Entity Common Stock, Shares Outstanding | 82,800,000 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,700,000 | |
Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant | |
Trading Symbol | PRPB.U | |
Security Exchange Name | NYSEAMER | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | PRPB WS | |
Security Exchange Name | NYSEAMER |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 737,786 |
Prepaid expenses | 656,869 |
Total current assets | 1,394,655 |
Investments held in Trust Account | 828,291,565 |
Total Assets | 829,686,220 |
Current liabilities: | |
Accounts payable | 424,913 |
Accrued expenses | 92,860 |
Accrued expenses - related party | 100,000 |
Total current liabilities | 617,773 |
Deferred underwriting commissions in connection with the initial public offering | 28,980,000 |
Derivative liabilities | 87,356,600 |
Total liabilities | 116,954,373 |
Commitments and Contingencies | |
Class A ordinary shares, 500,000,000 shares authorized, 73,511,358 and 70,773,184 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31,2020, respectively | 707,731,840 |
Shareholders' Equity: | |
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |
Additional paid-in capital | 46,814,880 |
Accumulated deficit | (41,818,646) |
Total shareholders' equity | 5,000,007 |
Total Liabilities and Shareholder's Equity | 829,686,220 |
Class A | |
Shareholders' Equity: | |
Ordinary Shares | 1,203 |
Total shareholders' equity | 1,203 |
Class B | |
Shareholders' Equity: | |
Ordinary Shares | 2,570 |
Total shareholders' equity | $ 2,570 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A | |
Temporary equity, par value | $ / shares | $ 0.0001 |
Temporary equity, shares authorized | 70,773,184 |
Temporary equity, shares outstanding | 70,773,184 |
Temporary equity, redemption price per share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 12,026,816 |
Common stock, shares outstanding | 3,291,156 |
Class B | |
Temporary equity, shares outstanding | 2,700,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 50,000,000 |
Common stock, shares issued | 25,700,000 |
Common stock, shares outstanding | 25,700,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
General and administrative expenses | $ 442,331 | ||
Loss from operations | $ (211,277) | $ (227,800) | (442,331) |
Other income (expense): | |||
Change in fair value of derivative liabilities | (31,029,800) | (31,029,800) | (40,117,600) |
Financing costs | (1,550,280) | (1,550,280) | (1,550,280) |
Unrealized gain and interest income on investments held in Trust Account | 101,800 | 101,800 | 291,565 |
Total other income (expense) | (32,478,280) | (32,478,280) | (41,376,315) |
Net loss | $ (32,689,557) | $ (32,706,080) | $ (41,818,646) |
Class A | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 82,800,000 | 82,800,000 | 82,800,000 |
Basic and diluted net income per share | $ 0 | $ 0 | |
Class B | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 24,702,174 | 24,160,000 | 24,784,141 |
Basic and diluted net income per share | $ (1.32) | $ (1.36) | $ (1.70) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Class A | Class BSponsor | Class B | SponsorAdditional Paid-in Capital | Sponsor | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at May. 11, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning balance (in shares) at May. 11, 2020 | 0 | 0 | ||||||
Net income | (32,706,080) | |||||||
Ending balance at Sep. 30, 2020 | 5,000,003 | |||||||
Beginning balance at May. 11, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |||
Beginning balance (in shares) at May. 11, 2020 | 0 | 0 | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 2,570 | $ 22,430 | $ 25,000 | |||||
Sale of units in initial public offering, gross | $ 8,280 | 800,874,720 | 800,883,000 | |||||
Sale of units in initial public offering, gross (in shares) | 82,800,000 | |||||||
Offering costs | (44,795,507) | (44,795,507) | ||||||
Initial recognition of forward purchase agreement | (1,562,000) | (1,562,000) | ||||||
Shares subject to possible redemption | $ (7,077) | (707,724,763) | (707,731,840) | |||||
Shares subject to possible redemption (in shares) | (70,773,184) | |||||||
Net income | (41,818,646) | (41,818,646) | ||||||
Ending balance at Dec. 31, 2020 | $ 1,203 | $ 2,570 | $ 46,814,880 | $ (41,818,646) | $ 5,000,007 | |||
Ending balance (in shares) at Dec. 31, 2020 | 12,026,816 | 25,700,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (32,706,080) | $ (41,818,646) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 5,000 | |
Change in fair value of derivative liabilities | 31,029,800 | 40,117,600 |
Financing costs | 1,550,280 | 1,550,280 |
Unrealized gain and interest income on investments held in Trust Account | (101,800) | (291,565) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (636,869) | |
Accounts payable | 60,325 | |
Accrued expenses | 7,860 | |
Accrued expenses - related party | 100,000 | |
Net cash used in operating activities | (861,077) | (906,015) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (828,000,000) | |
Net cash used in investing activities | (828,000,000) | (828,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds received from note payable to related parties | 50,000 | |
Repayment of note payable to related parties | (266,737) | |
Proceeds received from initial public offering, gross | 828,000,000 | |
Proceeds from private placement | 18,560,000 | |
Payment of offering costs and underwriting fees | (16,699,462) | |
Net cash provided by financing activities | 829,733,351 | 829,643,801 |
Net change in cash | 872,274 | 737,786 |
Cash - beginning of the period | $ 0 | 0 |
Cash - ending of the period | 737,786 | |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 20,000 | |
Offering costs included in accounts payable | 364,588 | |
Offering costs included in accrued expenses | 85,000 | |
Offering costs funded with notes payable | 216,737 | |
Deferred underwriting commissions in connection with the initial public offering | 28,980,000 | |
Initial value of Class A ordinary shares subject to possible redemption | 734,270,870 | |
Change in value of Class A ordinary shares subject to possible redemption | $ (26,539,030) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 8 Months Ended |
Dec. 31, 2020 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation CC Neuberger Principal Holdings II (the “Company”) is a newly incorporated blank check company incorporated in the Cayman Islands on May 12, 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 that the Company has not yet selected (“Business Combination”). The Company may pursue a Business Combination in any industry or sector. At December 31, 2020, the Company had not yet commenced operations. All activity for the period from May 12, 2020 (inception) through December 31, 2020 relates to the Company’s formation and its initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company has selected December 31 as its fiscal year end. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and investments from the proceeds derived from the Initial Public Offering. The Company’s sponsor is CC Neuberger Principal Holdings II Sponsor LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Initial Public Offering became effective on July 30, 2020. On August 4, 2020, the Company consummated the Initial Public Offering of 82,800,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including the issuance of 10,800,000 Units as a result of the underwriters’ exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $828.0 million, and incurring offering costs of approximately $46.3 million, inclusive of approximately $29.0 million in deferred underwriting commissions (Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 18,560,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds to the Company of approximately $18.6 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $828.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, 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. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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 Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. The Company will provide its holders of its 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 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, calculated as of two business days prior to the consummation 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 7). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. 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 the amended and restated memorandum and articles of association (the “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, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirement, 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to the Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, and directors will have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or August 4, 2022 (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 10 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of 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 the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Company’s Amended and Restated Memorandum and Articles of Association provides that, if the Company winds up for any other reason prior to the consummation of the initial Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares 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 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per Public Share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (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 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 (whether or not such waiver is enforceable) 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”). 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 vendors, service providers (except 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. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Financial Statements, the Company’s financial statements for the period from May 12, 2020 (inception) through December 31, 2020 (the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Financial Statements and Note 12-Quarterly Financial Information (Unaudited) for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risk 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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $738,000 in its operating bank account, and working capital of approximately $777,000. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, and a loan of approximately $267,000 pursuant to the Note issued to the Sponsor (Note 6). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 10, 2020. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement of Financial statem
Restatement of Financial statements | 8 Months Ended |
Dec. 31, 2020 | |
Restatement of Financial Statements | |
Restatement of Financial statements | Note 2—Restatement of Financial Statements On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on August 4, 2020 the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets, and after discussion and evaluation, including with the Company’s independent auditors, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements for the periods beginning with the period from May 12, 2020 through December 31, 2020, for the three months ended September 30, 2020 and the period from May 12, 2020 through December 31, 2020 (collectively, the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of the Company’s outstanding warrants to purchase ordinary shares (the “Warrants”) and should no longer be relied upon. The Warrants were issued in connection with the Company’s Initial Public Offering of 82,800,000 Units consisting of 82,800,000 shares and 20,700,000 warrants. and the sale of 18,560,000 Private Placement warrants completed on August 4, 2020. Additionally in connection with the Initial Public Offering, the Company entered into a Forward Purchase Agreement with NBOKS, which provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination. The forward purchase agreement also requires recognition as a derivative asset or liability at inception with changes in fair value reflected in earnings at each reporting date. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the period from May 12, 2020 (inception) through December 31, 2020 and the balance sheet as of August 4, 2020 is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities . The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported financial statements as of and for the period from May 12, 2020 (inception) through December 31, 2020: As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 829,686,220 $ — $ 829,686,220 Liabilities and stockholders ’ equity Total current liabilities $ 617,773 $ — $ 617,773 Deferred underwriting commissions 28,980,000 28,980,000 Derivative warrant liabilities — 87,356,600 87,356,600 Total liabilities 29,597,773 87,356,600 116,954,373 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 795,088,440 (87,356,600) 707,731,840 Shareholders ’ equity Preference shares- $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 329 874 1,203 Class B ordinary shares - $0.0001 par value 2,570 — 2,570 Additional paid-in-capital 5,147,874 41,667,006 46,814,880 Accumulated deficit (150,766) (41,667,880) (41,818,646) Total shareholders ’ equity 5,000,007 — 5,000,007 Total liabilities and shareholders ’ equity $ 829,686,220 $ — $ 829,686,220 Period From May 12, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (442,331) $ — $ (442,331) Other (expense) income: Change in fair value of warrant liabilities — (40,117,600) (40,117,600) Financing costs — (1,550,280) (1,550,280) Unrealized gain on investments held in Trust Account 291,565 — 291,565 Total other (expense) income 291,565 (41,667,880) (41,376,315) Net loss $ (150,766) $ (41,667,880) $ (41,818,646) Basic and Diluted weighted-average Class A common stock outstanding 82,800,000 82,800,000 Basic and Diluted net loss per Class A common shares $ 0.00 $ — Basic and Diluted weighted-average Class B common stock outstanding 24,784,141 24,784,141 Basic and Diluted net loss per Class B common shares $ (0.02) $ (1.68) $ (1.70) Period From May 12, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (150,766) $ (41,667,880) $ (41,818,646) Adjustments to reconcile net loss to net cash used in operating activities (286,565) — (286,565) Change in fair value of derivative warrant liabilities — 40,117,600 40,117,600 Financing costs — 1,550,280 1,550,280 Net cash used in operating activities (906,015) — (906,015) Net cash used in investing activities (828,000,000) — (828,000,000) Net cash provided by financing activities 829,643,801 — 829,643,801 Net change in cash $ 737,786 $ — $ 737,786 In addition, the impact to the balance sheet dated August 4, 2020, filed on Form 8-K on August 10, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $59.4 million increase to the derivative warrant liabilities line item at August 4. 2020 and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item. There is no change to total stockholders’ equity at the reported balance sheet date: As of August 4, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 830,815,088 $ — $ 830,815,088 Liabilities and stockholders ’ equity Total current liabilities $ 1,590,808 $ — $ 1,590,808 Deferred underwriting commissions 28,980,000 — 28,980,000 Derivative warrant liabilities — 60,973,400 60,973,400 Total liabilities 30,570,808 60,973,400 91,544,208 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 795,244,270 (60,973,400) 734,270,870 Shareholders ’ equity Preference shares- $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 328 609 937 Class B ordinary shares - $0.0001 par value 2,570 — 2,570 Additional paid-in-capital 5,027,112 15,284,071 20,311,183 Accumulated deficit (30,000) (15,284,680) (15,314,680) Total shareholders ’ equity 5,000,010 — 5,000,010 Total liabilities and shareholders ’ equity $ 830,815,088 $ — $ 830,815,088 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 8 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Use of Estimates The preparation of these financial statements in conformity with U.S. 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. 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. As of December 31, 2020, the Company had $107,359,030 in cash equivalents held in the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts . Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and accrued expenses – related party approximate their fair values due to the short-term nature of the instruments. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised of investments in United States government treasury bills and money market funds that invest in U.S. government securities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 20,700,000 common stock warrants associated with Units issued to investors in our Initial Public Offering and the underwriters’ exercise of their overallotment option and we issued 18,560,000 Private Placement Warrants. In addition, we entered into a Forward Purchase Agreement in connection with the Initial Public Offering which provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial Business Combination. All of our outstanding warrants and the forward purchase agreement are recognized as derivative assets and liabilities in accordance with ASC 815-40. For equity-linked contracts that are classified as assets or liabilities, we record the fair value of the equity-linked contracts at each balance sheet date and record the change in the statements of operations as a (gain) loss on change in fair value of derivative liabilities. Our public warrants were initially valued using a binomial lattice pricing model, when the public warrants were not yet trading and did not have observable pricing and are now valued based on public market quoted prices. Our Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. Our Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates. The estimates used to calculate the fair value of our derivative assets and liabilities change at each balance sheet date based on our stock price and other assumptions described above. If our assumptions change or we experience significant volatility in our stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different. 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A 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 the occurrence of uncertain future events. Accordingly, at December 31, 2020, 70,773,184 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 . Net Income Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 39,260,000 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares are calculated by dividing the net gain on investments held in the Trust Account less a working capital credit resulting in break-even results of operations for the period from May 12, 2020 (inception) through December 31, 2020, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the period . Income Taxes FASB 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. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months . Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | Note 4 — Initial Public Offering On August 4, 2020, the Company consummated the Initial Public Offering of 82,800,000 Units, including the issuance of 10,800,000 Units as a result of the underwriters’ exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $828.0 million, and incurring offering costs of approximately $46.3 million, inclusive of approximately $29.0 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9) . |
Private Placement
Private Placement | 8 Months Ended |
Dec. 31, 2020 | |
Private Placement | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 18,560,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Company’s Sponsor, generating gross proceeds to the Company of approximately $18.6 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors have 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. |
Related Party Transactions
Related Party Transactions | 8 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 6—Related Party Transactions Founder Shares On May 19, 2020, the Company issued 7,875,000 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for a capital contribution of $25,000. On July 15, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 22,250,000 Founder Shares. Subsequent to this share capitalization, in July 2020, the Sponsor transferred 40,000 Founder Shares to each of Joel Alsfine and James Quella, the independent director nominees. On July 30, 2020, the Company effected a share capitalization resulting in the Initial Shareholders holding an aggregate of 25,700,000 Founder Shares, including up to 2,700,000 shares were subject to forfeiture to the Company for no consideration to the extent that the option to purchase additional units is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any forward purchase agreement entered into in connection with the Initial Public Offering (the “Forward Purchase Agreement”). All shares and the associated amounts have been retroactively restated to reflect the share capitalizations. On August 4, 2020, the underwriters fully exercised the over-allotment option; thus, no Founder Shares are currently subject to forfeiture. The Initial Shareholders have agreed not to transfer, assign or sell, subject to certain limited exceptions, any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination (x) the date 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 Class A ordinary shares for cash, securities or other property or (y) if the closing price of the Company’s 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 the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares . Related Party Loans On May 19, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of August 4, 2020, the Company borrowed approximately $267,000 under the Note. The Company fully repaid the Note on September 10, 2020. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). 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. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the effective date of the registration statement on Form S‑1 related to the Initial Public Offering through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company reimburses the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $20,000 per month. The Company incurred approximately $100,000 in general and administrative expenses in the accompanying statements of operations for the period from May 12, 2020 (inception) through December 31, 2020 included in accrued expenses – related party on the balance sheet . Forward Purchase Arrangement In connection with the consummation of the Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), a member of our sponsor, which will provide for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial business combination. The Forward Purchase Agreement will allow NBOKS to be excused from its purchase obligation in connection with a specific business combination if NBOKS does not have sufficient committed capital allocated to the Forward Purchase Agreement to fulfill its funding obligations under such forward purchase agreement in respect of such business combination. Following the consummation of this offering and prior to an initial business combination, NBOKS intends to raise additional committed capital such that the condition described in the preceding sentence is met, but there can be no assurance that additional capital will be available. The obligations under the Forward Purchase Agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholder. Performance Based Compensation Upon successful completion of the Company’s Business Combination, a payment will be made to our Chief Financial Officer of the greater of $20,000 per month and $120,000 in the aggregate for his services. The Company has not incurred any expenses in the accompanying statements of operations for the period from May 12, 2020 (inception) through December 31, 2020 for this arrangement. |
Commitments & Contingencies
Commitments & Contingencies | 8 Months Ended |
Dec. 31, 2020 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 7—Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45‑day option from the date of the prospectus to purchase up to 10,800,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On August 4, 2020, the underwriters fully exercised the over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $16.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commission of $0.35 per unit, or approximately $29.0 million 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 . |
Shareholders' Equity
Shareholders' Equity | 8 Months Ended |
Dec. 31, 2020 | |
Shareholders' Equity | |
Shareholders' Equity | Note 8—Shareholders’ Equity Class A Ordinary Shares — The Company is authorized to issue 500,000,000 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 82,800,000 Class A ordinary shares issued and outstanding, including 70,773,184 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On May 19, 2020, 7,875,000 Class B ordinary shares were issued to the Sponsor. On July 15, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 22,250,000 Class B ordinary shares. Subsequent to this share capitalization, in July 2020, the Sponsor transferred 40,000 Class B ordinary shares to each of Joel Alsfine and James Quella, the independent director nominees. On July 30, 2020, the Company effected a share capitalization resulting in the Initial Shareholders holding an aggregate of 25,700,000 Class B ordinary shares. All shares and the associated amounts have been retroactively restated to reflect the share capitalizations. Of the 25,700,000 Class B ordinary shares, an aggregate of up to 2,700,000 shares were subject to forfeiture to the Company for no consideration to the extent that the option to purchase additional units is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any Forward Purchase Agreement. On August 4, 2020, the underwriters fully exercised the over-allotment option; thus, no Class B ordinary shares are currently subject to forfeiture. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis. However, if additional Class A ordinary shares or any other equity-linked securities (as defined below) are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares outstanding upon completion of the Initial Public Offering plus (ii) 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 the initial Business Combination (including any Class A ordinary shares to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement), 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 the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of December 31, 2020, there were no preference shares issued and outstanding. |
Derivative Liabilities
Derivative Liabilities | 8 Months Ended |
Dec. 31, 2020 | |
Derivative Liabilities | |
Derivative Liabilities | Note 9—Derivative Liabilities Warrants - As of December 31, 2020, the Company had 20,700,000 Public Warrants and 18,560,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public 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; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed to use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, to cause the same to become effective within 60 business days following the closing of the initial Business Combination, and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has 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 elect, it 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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon 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, (2) the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees, (3) the Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis and (4) any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the Private Placement Warrants will require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants (but not the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). If the Company calls the Public Warrants for redemption as described above, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (but not the Private Placement Warrants): · in whole and not in part; · at $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless . Forward purchase agreement The Forward Purchase Agreement provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination. |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10.Fair Value Measurements The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) , and are therefore excluded from the levels of the fair value hierarchy. A reconciliation of the beginning and ending balances of the derivative assets and liabilities is summarized below: Beginning of period $ — Acquisition date fair value of warrants: Public warrants issued in the initial public offering 27,117,000 Private placement warrants issued in connection with the initial public offering (a) 32,294,400 Forward Purchase Agreement liability 1,562,000 Total acquisition date fair value of derivative liabilities 60,973,400 Change in fair value of warrant liabilities 14,840,200 Change in fair value of forward purchase agreement 11,543,000 End of period $ 87,356,600 (a) The initial fair value of the private warrants issued in connection with the initial public offering includes $13.7 million in excess fair value over the warrant price which is reflected in change in fair value of warrant liabilities in the statement of operations. The following table presents information about the Company's assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 720,932,535 $ — $ — Liabilities: Derivative liabilities - Public Warrants $ 36,018,000 $ — $ — Derivative liabilities - Private Warrants $ — $ — $ 38,233,600 Derivative liabilities - Forward Purchase Agreement $ — $ — $ 13,105,000 (1) - Excludes $55,645,484 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value, and $51,713,546 in cash. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2020, when the Public Warrants were separately listed and traded. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a binomial / lattice model for the public warrants and the Black-Scholes Option Pricing Model for the private warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. For the period from May 12, 2020 (Inception) through December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $40.1 million presented as change in fair value of derivative liabilities on the accompanying statement of operations. The valuation methodologies for the warrants and forward purchase agreement included in Derivative Liabilities include certain significant unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy. The methodologies include a probability of a successful business combination, which was determined to be 80% as of December 31, 2020. The methodologies also include an expected merger date, which was set as February 4, 2022, which is 18 months after the Initial Public Offering date. The warrant valuation models also include expected volatility, which differ between public and private placement warrants and can vary further depending on where the Company stands in identifying a business combination target. For public warrants and when such warrants have observed pricing in the public markets, we backsolved for the volatility input to our pricing model such that the resulting value equals the observed price. For public warrants and when such warrants are not yet trading and we do not have observed pricing in public markets, we assume a volatility based on research on SPAC warrants and the implied volatilities shortly after they start trading. The volatility of the private placement warrants vary depending on the specific characteristics of the public and private placement warrants. Prior to the announcement of a merger, we assume a volatility based on the median volatility of the Russell 3000 constituents. After the announcement of a proposed business combination and in cases where the public warrants are subject to the make-whole table, then we assume a volatility based on the volatility of the target company's peer group. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of Public Warrants August 4, 2020 Stock price $ 9.77 Volatility % Expected life of the options to convert 5.5 Risk-free rate 0.2 % Dividend yield — As of As of As of Private Warrants August 4, 2020 September 30, 2020 December 31, 2020 Stock price $ 9.77 $ 10.05 $ 10.40 Volatility % % % Expected life of the options to convert 5.5 5.5 5.5 Risk-free rate 0.2 % 0.3 % 0.4 % Dividend yield — — — |
Subsequent Events
Subsequent Events | 8 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 11.Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements are available for issuance, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed . |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 8 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information (Unaudited) | |
Quarterly Financial Information (Unaudited) | Note 12.Quarterly Financial Information (Unaudited) The following tables contain unaudited quarterly financial information for the quarterly period ended September 30, 2020 that has been updated to reflect the restatement and revision of the Company’s financial statements as described in Note 2—Restatement of Financial Statements. The restatement and revision had no impact net cash flows from operating, investing or financing activities. The Company has not amended its previously filed Quarterly Report on Form 10-Q for the Affected Period. The financial information that has been previously filed or otherwise reported for the Affected Period is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Period contained in such previously filed report should no longer be relied upon . As of September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 829,742,490 $ 829,742,490 Liabilities and stockholders ’ equity Total current liabilities $ 649,277 $ — $ 649,277 Deferred underwriting commissions 28,980,000 — 28,980,000 Derivative warrant liabilities — 78,268,800 78,268,800 Total liabilities 29,629,277 78,268,800 107,898,077 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 795,113,210 (78,268,800) 716,844,410 Shareholders ’ equity Preference shares- $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 329 783 1,112 Class B ordinary shares - $0.0001 par value 2,570 — 2,570 Additional paid-in-capital 5,123,104 32,579,297 37,702,401 Accumulated deficit (126,000) (32,580,080) (32,706,080) Total shareholders ’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders ’ equity $ 829,742,490 $ — $ 829,742,490 Three Months Ended September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (211,277) $ — $ (211,277) Other (expense) income: Change in fair value of warrant liabilities — (31,029,800) (31,029,800) Financing cost — (1,550,280) (1,550,280) Net gain from investments held in Trust Account 101,800 — 101,800 Total other (expense) income 101,800 (32,580,080) (32,478,280) Net loss $ (109,477) $ (32,580,080) $ (32,689,557) Basic and Diluted weighted-average Class A common shares outstanding 82,800,000 82,800,000 Basic and Diluted net loss per Class A common shares $ 0.00 $ 0.00 Basic and Diluted weighted-average Class B common shares outstanding 25,700,000 24,702,174 Basic and Diluted net loss per Class B common shares $ (0.01) $ (1.32) Period From May 12, 2020 (Inception) Through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (227,800) $ — $ (227,800) Other (expense) income: Change in fair value of warrant liabilities — (31,029,800) (31,029,800) Financing cost — (1,550,280) (1,550,280) Net gain from investments held in Trust Account 101,800 — 101,800 Total other (expense) income 101,800 (32,580,080) (32,478,280) Net loss $ (126,000) $ (32,580,080) $ (32,706,080) Basic and Diluted weighted-average Class A common shares outstanding 82,800,000 — 82,800,000 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B common shares outstanding 25,700,000 24,160,000 Basic and Diluted net loss per Class B share $ (0.01) $ (1.35) $ (1.36) Period From May 12, 2020 (Inception) Through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows Net loss $ (126,000) $ (32,580,080) $ (32,706,080) Adjustment to reconcile net loss to net cash used in operating activities (96,800) — (96,800) Change in fair value of derivative warrant liabilities — 31,029,800 31,029,800 Financing costs — 1,550,280 1,550,280 Net cash used in operating activities (861,077) — (861,077) Net cash used in investing activities (828,000,000) — (828,000,000) Net cash provided by financing activities 829,733,351 — 829,733,351 Net change in cash $ 872,274 $ — $ 872,274 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 8 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with U.S. 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, the Company had $107,359,030 in cash equivalents held in the Trust Account. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts . |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and accrued expenses – related party approximate their fair values due to the short-term nature of the instruments. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised of investments in United States government treasury bills and money market funds that invest in U.S. government securities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting discounts and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Derivative Liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 20,700,000 common stock warrants associated with Units issued to investors in our Initial Public Offering and the underwriters’ exercise of their overallotment option and we issued 18,560,000 Private Placement Warrants. In addition, we entered into a Forward Purchase Agreement in connection with the Initial Public Offering which provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-sixteenths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial Business Combination. All of our outstanding warrants and the forward purchase agreement are recognized as derivative assets and liabilities in accordance with ASC 815-40. For equity-linked contracts that are classified as assets or liabilities, we record the fair value of the equity-linked contracts at each balance sheet date and record the change in the statements of operations as a (gain) loss on change in fair value of derivative liabilities. Our public warrants were initially valued using a binomial lattice pricing model, when the public warrants were not yet trading and did not have observable pricing and are now valued based on public market quoted prices. Our Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. Our Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates. The estimates used to calculate the fair value of our derivative assets and liabilities change at each balance sheet date based on our stock price and other assumptions described above. If our assumptions change or we experience significant volatility in our stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A 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 the occurrence of uncertain future events. Accordingly, at December 31, 2020, 70,773,184 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 . |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 39,260,000 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares are calculated by dividing the net gain on investments held in the Trust Account less a working capital credit resulting in break-even results of operations for the period from May 12, 2020 (inception) through December 31, 2020, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the period . |
Income Taxes | Income Taxes FASB 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. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements |
Restatement of Financial Stat_2
Restatement of Financial Statements (Tables) | 8 Months Ended |
Dec. 31, 2020 | |
Restatement of Financial Statements | |
Schedule of impact of restatement on financial statements | As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 829,686,220 $ — $ 829,686,220 Liabilities and stockholders ’ equity Total current liabilities $ 617,773 $ — $ 617,773 Deferred underwriting commissions 28,980,000 28,980,000 Derivative warrant liabilities — 87,356,600 87,356,600 Total liabilities 29,597,773 87,356,600 116,954,373 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 795,088,440 (87,356,600) 707,731,840 Shareholders ’ equity Preference shares- $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 329 874 1,203 Class B ordinary shares - $0.0001 par value 2,570 — 2,570 Additional paid-in-capital 5,147,874 41,667,006 46,814,880 Accumulated deficit (150,766) (41,667,880) (41,818,646) Total shareholders ’ equity 5,000,007 — 5,000,007 Total liabilities and shareholders ’ equity $ 829,686,220 $ — $ 829,686,220 Period From May 12, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (442,331) $ — $ (442,331) Other (expense) income: Change in fair value of warrant liabilities — (40,117,600) (40,117,600) Financing costs — (1,550,280) (1,550,280) Unrealized gain on investments held in Trust Account 291,565 — 291,565 Total other (expense) income 291,565 (41,667,880) (41,376,315) Net loss $ (150,766) $ (41,667,880) $ (41,818,646) Basic and Diluted weighted-average Class A common stock outstanding 82,800,000 82,800,000 Basic and Diluted net loss per Class A common shares $ 0.00 $ — Basic and Diluted weighted-average Class B common stock outstanding 24,784,141 24,784,141 Basic and Diluted net loss per Class B common shares $ (0.02) $ (1.68) $ (1.70) Period From May 12, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (150,766) $ (41,667,880) $ (41,818,646) Adjustments to reconcile net loss to net cash used in operating activities (286,565) — (286,565) Change in fair value of derivative warrant liabilities — 40,117,600 40,117,600 Financing costs — 1,550,280 1,550,280 Net cash used in operating activities (906,015) — (906,015) Net cash used in investing activities (828,000,000) — (828,000,000) Net cash provided by financing activities 829,643,801 — 829,643,801 Net change in cash $ 737,786 $ — $ 737,786 As of August 4, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 830,815,088 $ — $ 830,815,088 Liabilities and stockholders ’ equity Total current liabilities $ 1,590,808 $ — $ 1,590,808 Deferred underwriting commissions 28,980,000 — 28,980,000 Derivative warrant liabilities — 60,973,400 60,973,400 Total liabilities 30,570,808 60,973,400 91,544,208 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 795,244,270 (60,973,400) 734,270,870 Shareholders ’ equity Preference shares- $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 328 609 937 Class B ordinary shares - $0.0001 par value 2,570 — 2,570 Additional paid-in-capital 5,027,112 15,284,071 20,311,183 Accumulated deficit (30,000) (15,284,680) (15,314,680) Total shareholders ’ equity 5,000,010 — 5,000,010 Total liabilities and shareholders ’ equity $ 830,815,088 $ — $ 830,815,088 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Schedule of reconciliation of the beginning and ending balances of the derivative assets and liabilities | Beginning of period $ — Acquisition date fair value of warrants: Public warrants issued in the initial public offering 27,117,000 Private placement warrants issued in connection with the initial public offering (a) 32,294,400 Forward Purchase Agreement liability 1,562,000 Total acquisition date fair value of derivative liabilities 60,973,400 Change in fair value of warrant liabilities 14,840,200 Change in fair value of forward purchase agreement 11,543,000 End of period $ 87,356,600 (a) The initial fair value of the private warrants issued in connection with the initial public offering includes $13.7 million in excess fair value over the warrant price which is reflected in change in fair value of warrant liabilities in the statement of operations. |
Summary of assets measured at fair value on a recurring basis | The following table presents information about the Company's assets that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 720,932,535 $ — $ — Liabilities: Derivative liabilities - Public Warrants $ 36,018,000 $ — $ — Derivative liabilities - Private Warrants $ — $ — $ 38,233,600 Derivative liabilities - Forward Purchase Agreement $ — $ — $ 13,105,000 (1) - Excludes $55,645,484 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value, and $51,713,546 in cash. |
Schedule of quantitative information regarding Level 3 fair value measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of Public Warrants August 4, 2020 Stock price $ 9.77 Volatility % Expected life of the options to convert 5.5 Risk-free rate 0.2 % Dividend yield — As of As of As of Private Warrants August 4, 2020 September 30, 2020 December 31, 2020 Stock price $ 9.77 $ 10.05 $ 10.40 Volatility % % % Expected life of the options to convert 5.5 5.5 5.5 Risk-free rate 0.2 % 0.3 % 0.4 % Dividend yield — — — |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 8 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information (Unaudited) | |
Schedule of Financial Information | As of September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 829,742,490 $ 829,742,490 Liabilities and stockholders ’ equity Total current liabilities $ 649,277 $ — $ 649,277 Deferred underwriting commissions 28,980,000 — 28,980,000 Derivative warrant liabilities — 78,268,800 78,268,800 Total liabilities 29,629,277 78,268,800 107,898,077 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 795,113,210 (78,268,800) 716,844,410 Shareholders ’ equity Preference shares- $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 329 783 1,112 Class B ordinary shares - $0.0001 par value 2,570 — 2,570 Additional paid-in-capital 5,123,104 32,579,297 37,702,401 Accumulated deficit (126,000) (32,580,080) (32,706,080) Total shareholders ’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders ’ equity $ 829,742,490 $ — $ 829,742,490 Three Months Ended September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (211,277) $ — $ (211,277) Other (expense) income: Change in fair value of warrant liabilities — (31,029,800) (31,029,800) Financing cost — (1,550,280) (1,550,280) Net gain from investments held in Trust Account 101,800 — 101,800 Total other (expense) income 101,800 (32,580,080) (32,478,280) Net loss $ (109,477) $ (32,580,080) $ (32,689,557) Basic and Diluted weighted-average Class A common shares outstanding 82,800,000 82,800,000 Basic and Diluted net loss per Class A common shares $ 0.00 $ 0.00 Basic and Diluted weighted-average Class B common shares outstanding 25,700,000 24,702,174 Basic and Diluted net loss per Class B common shares $ (0.01) $ (1.32) Period From May 12, 2020 (Inception) Through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (227,800) $ — $ (227,800) Other (expense) income: Change in fair value of warrant liabilities — (31,029,800) (31,029,800) Financing cost — (1,550,280) (1,550,280) Net gain from investments held in Trust Account 101,800 — 101,800 Total other (expense) income 101,800 (32,580,080) (32,478,280) Net loss $ (126,000) $ (32,580,080) $ (32,706,080) Basic and Diluted weighted-average Class A common shares outstanding 82,800,000 — 82,800,000 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B common shares outstanding 25,700,000 24,160,000 Basic and Diluted net loss per Class B share $ (0.01) $ (1.35) $ (1.36) Period From May 12, 2020 (Inception) Through September 30, 2020 As Previously Restatement Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows Net loss $ (126,000) $ (32,580,080) $ (32,706,080) Adjustment to reconcile net loss to net cash used in operating activities (96,800) — (96,800) Change in fair value of derivative warrant liabilities — 31,029,800 31,029,800 Financing costs — 1,550,280 1,550,280 Net cash used in operating activities (861,077) — (861,077) Net cash used in investing activities (828,000,000) — (828,000,000) Net cash provided by financing activities 829,733,351 — 829,733,351 Net change in cash $ 872,274 $ — $ 872,274 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Financing (Details) - USD ($) | Aug. 04, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | 82,800,000 | 82,800,000 | |
Share price (in US$ per share) | $ 10 | ||
Proceeds from issuance of shares | $ 828,000,000 | ||
Offering costs | 46,300,000 | $ 16,699,462 | |
Underwriting commissions | 29,000,000 | ||
Principal deposited in Trust Account | $ 828,000,000 | ||
Minimum market value of acquiree to net asset held in Trust Account (as a percent) | 80.00% | ||
Minimum post-business combination ownership (as a percent) | 50.00% | ||
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | ||
Minimum percentage of shares requiring prior consent by entity. | 15.00% | ||
Public shares to be redeemed if business combination is not completed (as a percent) | 100.00% | ||
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | ||
Threshold business days for redemption of shares of trust account | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Number of warrants to purchase shares issued (in shares) | 20,700,000 | 20,700,000 | |
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | 10,800,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued (in shares) | 18,560,000 | 18,560,000 | 18,560,000 |
Price of warrants (in dollars per share) | $ 1 | ||
Proceeds from issuance of warrants | $ 18,600,000 | $ 18,600,000 | |
Public Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share price (in US$ per share) | $ 10 |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation - Liquidity (Details) - USD ($) | 8 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | May 19, 2020 | |
Related Party Transaction [Line Items] | |||
Cash | $ 738,000 | ||
Working capital | 777,000 | ||
Proceeds received from note payable to related party | $ 50,000 | ||
Loan amount from Sponsor outstanding | $ 267,000 | ||
Sponsor Note | |||
Related Party Transaction [Line Items] | |||
Loan amount from Sponsor outstanding | 267,000 | ||
Working Capital Loans [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds received from note payable to related party | $ 25,000 |
Restatement of Financial Stat_3
Restatement of Financial Statements (Details) - USD ($) | Aug. 10, 2020 | Aug. 04, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Number of warrants to purchase shares issued (in shares) | 20,700,000 | 20,700,000 | ||||
Number of units sold in initial public offering | 82,800,000 | 82,800,000 | ||||
Warrant in each unit (as percent) | 316.00% | 316.00% | 316.00% | |||
Number of Class A ordinary share in each unit | 1 | 1 | 1 | |||
Number of shares called by each warrants (in shares) | 1 | |||||
Exercise price of warrants (in dollars per share) | $ 10 | |||||
Change in fair value of derivative liabilities | $ 31,029,800 | $ 31,029,800 | $ 40,117,600 | |||
Forward Purchase Agreement | ||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | ||||
Class A | ||||||
Number of warrants to purchase shares issued (in shares) | 39,260,000 | 39,260,000 | ||||
Number of units sold in initial public offering | 82,800,000 | |||||
Warrant in each unit (as percent) | 0.25% | |||||
Number of shares called by each warrants (in shares) | 1 | 1 | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | |||
IPO | ||||||
Number of warrants to purchase shares issued (in shares) | 82,800,000 | 82,800,000 | ||||
Revision of Prior Period, Adjustment [Member] | ||||||
Change in fair value of derivative liabilities | $ 31,029,800 | $ 31,029,800 | $ 40,117,600 | |||
Maximum | ||||||
Number of warrants to purchase shares issued (in shares) | 200,000,000 | |||||
Private Placement | ||||||
Number of warrants to purchase shares issued (in shares) | 18,560,000 | 18,560,000 | 18,560,000 | |||
Number of shares called by each warrants (in shares) | 18,560,000 | 18,560,000 | ||||
Change in fair value of derivative liabilities | $ 59,400,000 | |||||
Private Placement | Class A | ||||||
Number of shares called by each warrants (in shares) | 1 | 1 | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 |
Restatement of Financial Stat_4
Restatement of Financial Statements - Balance sheet (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 04, 2020 | May 11, 2020 |
Assets [Abstract] | ||||
Total Assets | $ 829,686,220 | $ 829,742,490 | $ 830,815,088 | |
Liabilities and Shareholder's Equity | ||||
Total current liabilities | 617,773 | 649,277 | 1,590,808 | |
Deferred underwriting commissions | 28,980,000 | 28,980,000 | 28,980,000 | |
Derivative warrant liabilities | 87,356,600 | 78,268,800 | 60,973,400 | |
Total liabilities | 116,954,373 | 107,898,077 | 91,544,208 | |
Class A ordinary shares, 79,508,844 shares subject to possible redemption at $10.00 per share | 707,731,840 | 716,844,410 | 734,270,870 | |
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Preference shares- $0.0001 par value | ||||
Additional Paid in Capital | 46,814,880 | 37,702,401 | 20,311,183 | |
Accumulated deficit | (41,818,646) | (32,706,080) | (15,314,680) | |
Total shareholders' equity | 5,000,007 | 5,000,003 | 5,000,010 | $ 0 |
Total Liabilities and Shareholder's Equity | 829,686,220 | 829,742,490 | 830,815,088 | |
Class A | ||||
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Preference shares- $0.0001 par value | 1,112 | 937 | ||
Ordinary Shares | 1,203 | |||
Total shareholders' equity | 1,203 | 0 | ||
Class B | ||||
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Preference shares- $0.0001 par value | 2,570 | 2,570 | ||
Ordinary Shares | 2,570 | |||
Total shareholders' equity | 2,570 | $ 0 | ||
Previously Reported [Member] | ||||
Assets [Abstract] | ||||
Total Assets | 829,686,220 | 829,742,490 | 830,815,088 | |
Liabilities and Shareholder's Equity | ||||
Total current liabilities | 617,773 | 649,277 | 1,590,808 | |
Deferred underwriting commissions | 28,980,000 | 28,980,000 | 28,980,000 | |
Total liabilities | 29,597,773 | 29,629,277 | 30,570,808 | |
Class A ordinary shares, 79,508,844 shares subject to possible redemption at $10.00 per share | 795,088,440 | 795,113,210 | 795,244,270 | |
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Additional Paid in Capital | 5,147,874 | 5,123,104 | 5,027,112 | |
Accumulated deficit | (150,766) | (126,000) | (30,000) | |
Total shareholders' equity | 5,000,007 | 5,000,003 | 5,000,010 | |
Total Liabilities and Shareholder's Equity | 829,686,220 | 829,742,490 | 830,815,088 | |
Previously Reported [Member] | Class A | ||||
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Preference shares- $0.0001 par value | 329 | 328 | ||
Ordinary Shares | 329 | |||
Previously Reported [Member] | Class B | ||||
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Preference shares- $0.0001 par value | 2,570 | 2,570 | ||
Ordinary Shares | 2,570 | |||
Revision of Prior Period, Adjustment [Member] | ||||
Liabilities and Shareholder's Equity | ||||
Derivative warrant liabilities | 87,356,600 | 78,268,800 | 60,973,400 | |
Total liabilities | 87,356,600 | 78,268,800 | 60,973,400 | |
Class A ordinary shares, 79,508,844 shares subject to possible redemption at $10.00 per share | (87,356,600) | (78,268,800) | (60,973,400) | |
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Additional Paid in Capital | 41,667,006 | 32,579,297 | 15,284,071 | |
Accumulated deficit | (41,667,880) | (32,580,080) | (15,284,680) | |
Revision of Prior Period, Adjustment [Member] | Class A | ||||
Stockholders' Equity Attributable to Parent [Abstract] | ||||
Preference shares- $0.0001 par value | $ 783 | $ 609 | ||
Ordinary Shares | $ 874 |
Restatement of Financial Stat_5
Restatement of Financial Statements - Balance sheet (Parenthetical) (Details) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 04, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, par value | $ 0.0001 | ||
Class A | |||
Temporary equity, par value | 0.0001 | 0.0001 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Restatement of Financial Stat_6
Restatement of Financial Statements - Statement of Operations (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
General and administrative expenses | $ 442,331 | ||
Loss from operations | $ (211,277) | $ (227,800) | (442,331) |
Other income (expense): | |||
Change in fair value of derivative liabilities | (31,029,800) | (31,029,800) | (40,117,600) |
Financing costs | (1,550,280) | (1,550,280) | (1,550,280) |
Unrealized gain and interest income on investments held in Trust Account | 101,800 | 101,800 | 291,565 |
Total other income (expense) | (32,478,280) | (32,478,280) | (41,376,315) |
Net loss | $ (32,689,557) | $ (32,706,080) | $ (41,818,646) |
Class A | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 82,800,000 | 82,800,000 | 82,800,000 |
Basic and diluted net income per share | $ 0 | $ 0 | |
Class B | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 24,702,174 | 24,160,000 | 24,784,141 |
Basic and diluted net income per share | $ (1.32) | $ (1.36) | $ (1.70) |
Previously Reported [Member] | |||
Loss from operations | $ (211,277) | $ (227,800) | $ (442,331) |
Other income (expense): | |||
Unrealized gain and interest income on investments held in Trust Account | 101,800 | 101,800 | 291,565 |
Total other income (expense) | 101,800 | 101,800 | 291,565 |
Net loss | $ (109,477) | $ (126,000) | $ (150,766) |
Previously Reported [Member] | Class A | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 82,800,000 | 82,800,000 | 82,800,000 |
Basic and diluted net income per share | $ 0 | $ 0 | $ 0 |
Previously Reported [Member] | Class B | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 25,700,000 | 25,700,000 | 24,784,141 |
Basic and diluted net income per share | $ (0.01) | $ (0.01) | $ (0.02) |
Revision of Prior Period, Adjustment [Member] | |||
Other income (expense): | |||
Change in fair value of derivative liabilities | $ (31,029,800) | $ (31,029,800) | $ (40,117,600) |
Financing costs | (1,550,280) | (1,550,280) | (1,550,280) |
Total other income (expense) | (32,580,080) | (32,580,080) | (41,667,880) |
Net loss | $ (32,580,080) | $ (32,580,080) | $ (41,667,880) |
Revision of Prior Period, Adjustment [Member] | Class B | |||
Other income (expense): | |||
Basic and diluted net income per share | $ (1.35) | $ (1.68) |
Restatement of Financial Stat_7
Restatement of Financial Statements - Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net loss | $ (32,706,080) | $ (41,818,646) | |
Adjustments to reconcile net loss to net cash used in operating activities | (96,800) | (286,565) | |
Change in fair value of derivative warrant liabilities | $ 31,029,800 | 31,029,800 | 40,117,600 |
Financing costs | 1,550,280 | 1,550,280 | 1,550,280 |
Net cash used in operating activities | (861,077) | (906,015) | |
Net cash used in investing activities | (828,000,000) | (828,000,000) | |
Net cash provided by financing activities | 829,733,351 | 829,643,801 | |
Net change in cash | 872,274 | 737,786 | |
Previously Reported [Member] | |||
Net loss | (126,000) | (150,766) | |
Adjustments to reconcile net loss to net cash used in operating activities | (96,800) | (286,565) | |
Net cash used in operating activities | (861,077) | (906,015) | |
Net cash used in investing activities | (828,000,000) | (828,000,000) | |
Net cash provided by financing activities | 829,733,351 | 829,643,801 | |
Net change in cash | 872,274 | 737,786 | |
Revision of Prior Period, Adjustment [Member] | |||
Net loss | (32,580,080) | (41,667,880) | |
Change in fair value of derivative warrant liabilities | 31,029,800 | 31,029,800 | 40,117,600 |
Financing costs | $ 1,550,280 | $ 1,550,280 | $ 1,550,280 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 8 Months Ended | |
Dec. 31, 2020 | Aug. 04, 2020 | |
NAV on investments | $ 1 | |
Federal depository insurance coverage | $ 250,000 | |
Unrecognized tax benefits | 0 | |
Accrued interest and penalties | $ 0 | |
Private Placement to purchase | 20,700,000 | |
Warrants Issued, Value | $ 18,560,000 | |
cash equivalents held in the Trust Account | $ 828,291,565 | |
Number of Class A ordinary share in each unit | 1 | 1 |
Warrant in each unit (as percent) | 316.00% | 316.00% |
Number of shares called by each warrants (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 10 | |
Maximum | ||
Private Placement to purchase | 200,000,000 | |
Class A | ||
Shares subject to possible redemption | 70,773,184 | |
Private Placement to purchase | 39,260,000 | |
Warrant in each unit (as percent) | 0.25% | |
Number of shares called by each warrants (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 |
Class A | Maximum | ||
Number Of Warrants Issued Per Unit | 200,000,000 | |
Class A | Common Stock Warrants | ||
Number of shares called by each warrants (in shares) | 1 | |
Private Placement | ||
Exercise price of warrants (in dollars per share) | $ 10 | |
IPO | ||
Private Placement to purchase | 82,800,000 | |
Number Of Warrants Issued Per Unit | 20,700,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Aug. 04, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold in initial public offering | 82,800,000 | 82,800,000 | |
Price per unit | $ 10 | ||
Proceeds from issuance of shares | $ 828,000,000 | ||
Offering costs | 46,300,000 | $ 16,699,462 | |
Underwriting commissions | $ 29,000,000 | ||
Exercise price of warrants (in dollars per share) | $ 10 | ||
Number of shares called by each warrants (in shares) | 1 | ||
Number of Class A ordinary share in each unit | 1 | 1 | 1 |
Warrant in each unit (as percent) | 316.00% | 316.00% | 316.00% |
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold in initial public offering | 10,800,000 | ||
Class A | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold in initial public offering | 82,800,000 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 |
Number of shares called by each warrants (in shares) | 1 | 1 | |
Warrant in each unit (as percent) | 0.25% |
Private Placement (Details)
Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 04, 2020 | Dec. 31, 2020 |
Private Placement, Disclosure [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 10 | |
Number of warrants to purchase shares issued (in shares) | 20,700,000 | |
Price of warrants (in dollars per share) | $ 1 | |
Number of shares called by each warrants (in shares) | 1 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Private Placement | ||
Private Placement, Disclosure [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 18,560,000 | 18,560,000 |
Price of warrants (in dollars per share) | $ 1 | |
Proceeds from issuance of warrants | $ 18.6 | $ 18.6 |
Number of shares called by each warrants (in shares) | 18,560,000 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Class A | ||
Private Placement, Disclosure [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | $ 11.50 |
Number of warrants to purchase shares issued (in shares) | 39,260,000 | |
Number of shares called by each warrants (in shares) | 1 | |
Class A | Private Placement | ||
Private Placement, Disclosure [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Number of shares called by each warrants (in shares) | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Dec. 31, 2020$ / sharesshares | Jul. 30, 2020shares | Jul. 15, 2020USD ($) | May 19, 2020USD ($)itemshares | Jul. 31, 2020shares | Dec. 31, 2020USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||||
Number of shares held (in shares) | 2,700,000 | |||||
Pecentage of founder shares equel | 20.00% | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Number of trading days at 12.00 per share or more within 30-day trading period triggering release of lock-up | item | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 1 year | |||||
Class B | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares issued | 25,700,000 | 25,700,000 | 25,700,000 | |||
Common stock, shares outstanding | 25,700,000 | 25,700,000 | 25,700,000 | |||
Class A | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares issued | 12,026,816 | 12,026,816 | ||||
Common stock, shares outstanding | 3,291,156 | 3,291,156 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Capital contribution | $ | $ 25,000 | |||||
Issuance of Class B ordinary shares to Sponsor | $ | $ 22,250,000 | $ 25,000 | ||||
Sponsor | Independent Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares transferred (in shares) | 40,000 | |||||
Sponsor | Class B | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares issued | 7,875,000 | |||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 25,700,000 | |||||
Issuance of Class B ordinary shares to Sponsor | $ | $ 2,570 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) - USD ($) | Aug. 04, 2020 | May 19, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Proceeds received from note payable to related party | $ 50,000 | ||
Borrowed loan amount | $ 267,000 | ||
Price of warrants (in dollars per share) | $ 1 | ||
Loans convertible into warrants | $ 2,500,000 | ||
Working Capital Loans [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds received from note payable to related party | $ 0 | ||
Maximum | |||
Related Party Transaction [Line Items] | |||
Amount agreed to be loaned | $ 300,000 |
Related Party Transactions - Ad
Related Party Transactions - Administrative Support Agreement (Details) | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |
General and administrative expenses | $ 442,331 |
Administrative Support Agreement With Member Of Sponsor [Member] | |
Related Party Transaction [Line Items] | |
Office space, secretarial and administrative services | 20,000 |
General and administrative expenses | $ 100,000 |
Related Party Transactions - _2
Related Party Transactions - Forward Purchase Agreement (Details) - USD ($) | 8 Months Ended | |
Dec. 31, 2020 | Aug. 04, 2020 | |
Related Party Transaction [Line Items] | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |
Warrant in each unit (as percent) | 316.00% | 316.00% |
Number of shares called by each warrants (in shares) | 1 | |
Warrant | ||
Related Party Transaction [Line Items] | ||
Number of shares called by each warrants (in shares) | 1 | |
Class A | ||
Related Party Transaction [Line Items] | ||
Warrant in each unit (as percent) | 0.25% | |
Number of shares called by each warrants (in shares) | 1 | |
Class A | Forward Purchase Agreement With Member Of Sponsor [Member] | ||
Related Party Transaction [Line Items] | ||
Units agreed to be purchased, authorized amount | $ 200,000,000 | |
Purchase price per unit (in dollars per share) | $ 10 | |
Number of Forward Purchase Shares that each unit consists (in shares) | 1 | |
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 11.50 |
Related Party Transactions - Pe
Related Party Transactions - Performance Based Compensation (Details) - Chief Financial Officer | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |
Payment per month | $ 20,000 |
Payment | $ 120,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 8 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Other Commitments [Line Items] | |
Underwriting discount (in dollars per unit) | $ / shares | $ 0.20 |
Payments of underwriting discount | $ | $ 16,600,000 |
Deferred underwriting commission (in dollars per unit) | $ / shares | $ 0.35 |
Deferred underwriting commissions in connection with the initial public offering | $ | $ 28,980,000 |
Over-allotment | |
Other Commitments [Line Items] | |
Period to exercise the over-allotment option | 45 days |
Additional units granted to underwriters to purchase | shares | 10,800,000 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock (Details) | Jul. 30, 2020shares | Jul. 15, 2020shares | Jul. 31, 2020shares | Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2020$ / shares | Aug. 04, 2020$ / shares | May 19, 2020shares |
Class of Stock [Line Items] | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||||||
Class A | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 500,000,000 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, votes per share | Vote | 1 | ||||||
Ordinary shares issued and outstanding, including redemption | 82,800,000 | ||||||
Shares issued (in shares) | 12,026,816 | ||||||
Shares outstanding (in shares) | 3,291,156 | ||||||
Temporary equity, shares outstanding | 70,773,184 | ||||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||||||
Class B | |||||||
Class of Stock [Line Items] | |||||||
Common shares, shares authorized (in shares) | 50,000,000 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common shares, votes per share | Vote | 1 | ||||||
Shares issued (in shares) | 25,700,000 | 25,700,000 | |||||
Shares outstanding (in shares) | 25,700,000 | 25,700,000 | |||||
Temporary equity, shares outstanding | 2,700,000 | ||||||
Class B | Joel Alsfine | |||||||
Class of Stock [Line Items] | |||||||
Number of shares transferred (in shares) | 40,000 | ||||||
Class B | James Quella | |||||||
Class of Stock [Line Items] | |||||||
Number of shares transferred (in shares) | 40,000 | ||||||
Class B | Sponsor | |||||||
Class of Stock [Line Items] | |||||||
Shares issued (in shares) | 7,875,000 | ||||||
Number of Class A common stock issued upon conversion of each share (in shares) | 22,250,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock (Details) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 04, 2020 |
Shareholders' Equity | |||
Preferred shares, shares authorized | 1,000,000 | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | ||
Preferred shares, shares outstanding | 0 |
Derivative Liabilities - Warran
Derivative Liabilities - Warrants (Details) | 8 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Preferred Stock, Shares Outstanding | shares | 0 |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants exercisable term from the closing of the public offering | 12 months |
Threshold maximum period for filing registration statement after business combination | 20 days |
Public Warrants expiration term | 5 years |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 days |
Threshold number of specified consecutive trading days for stock price trigger considered for redemption of warrants. | 30 days |
Vote of holders | 50.00% |
Class A | |
Class of Warrant or Right [Line Items] | |
Public Warrants expiration term | 60 days |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | shares | 20,700,000 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants outstanding | shares | 18,560,000 |
Redemption Of Warrants Commencing Ninety Days After Warrants Become Exercisable | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 |
Redemption period after the public warrants become exercisable | 90 days |
Number of trading days on which fair market value of shares is reported | 10 days |
Derivative Liabilities - Forwar
Derivative Liabilities - Forward Purchase Agreement (Details) - USD ($) | 8 Months Ended | |
Dec. 31, 2020 | Aug. 04, 2020 | |
Class of Warrant or Right [Line Items] | ||
Proceeds received from initial public offering, gross | $ 828,000,000 | |
Exercise price of warrants (in dollars per share) | $ 10 | |
Price per unit | $ 10 | |
Forward Purchase Agreement | ||
Class of Warrant or Right [Line Items] | ||
Proceeds received from initial public offering, gross | $ 200,000,000 | |
Number of warrants in a unit | 0.187 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Price per unit | $ 10 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative assets and liabilities (Details) | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Derivative Assets and Liabilities | |
Warrants issued | $ 18,560,000 |
Forward Purchase Agreement liability | 1,562,000 |
Total acquisition date fair value of derivative liabilities | 60,973,400 |
Change in fair value of derivative liabilities | (14,840,200) |
Change in fair value of forward purchase agreement | 11,543,000 |
End of period | 87,356,600 |
Public Warrants | |
Derivative Assets and Liabilities | |
Warrants issued | 27,117,000 |
Private Placement Warrants | |
Derivative Assets and Liabilities | |
Warrants issued | $ 32,294,400 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value hierarchy (Details) | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability | $ 60,973,400 |
Recurring | Level 1 | U.S. Treasury Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, Fair Value Disclosure | 720,932,535 |
Recurring | Public Warrants | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability | 36,018,000 |
Recurring | Private Placement Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability | 38,233,600 |
Recurring | Forward Purchase Agreement | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Liability | $ 13,105,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 8 Months Ended | ||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Aug. 04, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | $ 828,291,565 | ||
Derivative Liability, Noncurrent | $ 87,356,600 | $ 78,268,800 | $ 60,973,400 |
Percentage of Probability of Successful Business Combination | 80 | ||
Expected Term of Merger After Initial Public Offering | 18 months | ||
Forward Purchase Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability, Noncurrent | $ 40,100,000 | ||
Marketable Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | 51,713,546 | ||
Money market mutual funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments held in Trust Account | $ 55,645,484 |
Fair Value Measurements - Initi
Fair Value Measurements - Initial Measurement (Details) - Level 3 - $ / shares | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Aug. 04, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stock price | $ 9.77 | ||
Volatility | 25.00% | ||
Expected life of the options to convert | 5 years 6 months | ||
Risk-free rate | 0.20% | ||
Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stock price | $ 9.77 | $ 10.05 | $ 10.40 |
Volatility | 30.00% | 30.00% | 30.00% |
Expected life of the options to convert | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Risk-free rate | 0.20% | 0.30% | 0.40% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2020USD ($) |
Fair Value Measurements | |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 |
Fair Value, Equity, Level 1 to Level 2 Transfers, Amount | $ 0 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) - Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 04, 2020 | May 11, 2020 |
Assets | ||||
Total Assets | $ 829,686,220 | $ 829,742,490 | $ 830,815,088 | |
Liabilities and Shareholder's Equity | ||||
Total current liabilities | 617,773 | 649,277 | 1,590,808 | |
Deferred underwriting commissions in connection with the initial public offering | 28,980,000 | 28,980,000 | 28,980,000 | |
Derivative liabilities | 87,356,600 | 78,268,800 | 60,973,400 | |
Total liabilities | 116,954,373 | 107,898,077 | 91,544,208 | |
Class A ordinary shares, 500,000,000 shares authorized, 73,511,358 and 70,773,184 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31,2020, respectively | 707,731,840 | 716,844,410 | 734,270,870 | |
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | ||||
Additional paid-in capital | 46,814,880 | 37,702,401 | 20,311,183 | |
Accumulated deficit | (41,818,646) | (32,706,080) | (15,314,680) | |
Total shareholders' equity | 5,000,007 | 5,000,003 | 5,000,010 | $ 0 |
Total Liabilities and Shareholder's Equity | 829,686,220 | 829,742,490 | 830,815,088 | |
Previously Reported [Member] | ||||
Assets | ||||
Total Assets | 829,686,220 | 829,742,490 | 830,815,088 | |
Liabilities and Shareholder's Equity | ||||
Total current liabilities | 617,773 | 649,277 | 1,590,808 | |
Deferred underwriting commissions in connection with the initial public offering | 28,980,000 | 28,980,000 | 28,980,000 | |
Total liabilities | 29,597,773 | 29,629,277 | 30,570,808 | |
Class A ordinary shares, 500,000,000 shares authorized, 73,511,358 and 70,773,184 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31,2020, respectively | 795,088,440 | 795,113,210 | 795,244,270 | |
Shareholders' Equity: | ||||
Additional paid-in capital | 5,147,874 | 5,123,104 | 5,027,112 | |
Accumulated deficit | (150,766) | (126,000) | (30,000) | |
Total shareholders' equity | 5,000,007 | 5,000,003 | 5,000,010 | |
Total Liabilities and Shareholder's Equity | 829,686,220 | 829,742,490 | 830,815,088 | |
Revision of Prior Period, Adjustment [Member] | ||||
Liabilities and Shareholder's Equity | ||||
Derivative liabilities | 87,356,600 | 78,268,800 | 60,973,400 | |
Total liabilities | 87,356,600 | 78,268,800 | 60,973,400 | |
Class A ordinary shares, 500,000,000 shares authorized, 73,511,358 and 70,773,184 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31,2020, respectively | (87,356,600) | (78,268,800) | (60,973,400) | |
Shareholders' Equity: | ||||
Additional paid-in capital | 41,667,006 | 32,579,297 | 15,284,071 | |
Accumulated deficit | (41,667,880) | (32,580,080) | (15,284,680) | |
Class A | ||||
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 1,112 | 937 | ||
Total shareholders' equity | 1,203 | 0 | ||
Class A | Previously Reported [Member] | ||||
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 329 | 328 | ||
Class A | Revision of Prior Period, Adjustment [Member] | ||||
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 783 | 609 | ||
Class B | ||||
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 2,570 | 2,570 | ||
Total shareholders' equity | $ 2,570 | $ 0 | ||
Class B | Previously Reported [Member] | ||||
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | $ 2,570 | $ 2,570 |
Quarterly Financial Informati_4
Quarterly Financial Information (Unaudited) - Balnce Sheet - Parenthetical (Details) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 04, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, par value | $ 0.0001 | ||
Class A | |||
Temporary equity, par value | 0.0001 | 0.0001 | |
Common stock, par value | 0.0001 | 0.0001 | |
Class B | |||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Quarterly Financial Informati_5
Quarterly Financial Information (Unaudited) - Statement of Operations (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
General and administrative expenses | $ 442,331 | ||
Loss from operations | $ (211,277) | $ (227,800) | (442,331) |
Other income (expense): | |||
Change in fair value of derivative liabilities | (31,029,800) | (31,029,800) | (40,117,600) |
Financing costs | (1,550,280) | (1,550,280) | (1,550,280) |
Unrealized gain and interest income on investments held in Trust Account | 101,800 | 101,800 | 291,565 |
Total other income (expense) | (32,478,280) | (32,478,280) | (41,376,315) |
Net loss | $ (32,689,557) | $ (32,706,080) | $ (41,818,646) |
Class A | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 82,800,000 | 82,800,000 | 82,800,000 |
Basic and diluted net income per share | $ 0 | $ 0 | |
Class B | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 24,702,174 | 24,160,000 | 24,784,141 |
Basic and diluted net income per share | $ (1.32) | $ (1.36) | $ (1.70) |
Previously Reported [Member] | |||
Loss from operations | $ (211,277) | $ (227,800) | $ (442,331) |
Other income (expense): | |||
Unrealized gain and interest income on investments held in Trust Account | 101,800 | 101,800 | 291,565 |
Total other income (expense) | 101,800 | 101,800 | 291,565 |
Net loss | $ (109,477) | $ (126,000) | $ (150,766) |
Previously Reported [Member] | Class A | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 82,800,000 | 82,800,000 | 82,800,000 |
Basic and diluted net income per share | $ 0 | $ 0 | $ 0 |
Previously Reported [Member] | Class B | |||
Other income (expense): | |||
Weighted average ordinary shares outstanding, basic and diluted | 25,700,000 | 25,700,000 | 24,784,141 |
Basic and diluted net income per share | $ (0.01) | $ (0.01) | $ (0.02) |
Revision of Prior Period, Adjustment [Member] | |||
Other income (expense): | |||
Change in fair value of derivative liabilities | $ (31,029,800) | $ (31,029,800) | $ (40,117,600) |
Financing costs | (1,550,280) | (1,550,280) | (1,550,280) |
Total other income (expense) | (32,580,080) | (32,580,080) | (41,667,880) |
Net loss | $ (32,580,080) | $ (32,580,080) | $ (41,667,880) |
Revision of Prior Period, Adjustment [Member] | Class B | |||
Other income (expense): | |||
Basic and diluted net income per share | $ (1.35) | $ (1.68) |
Quarterly Financial Informati_6
Quarterly Financial Information (Unaudited) - Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Net loss | $ (32,706,080) | $ (41,818,646) | |
Adjustments to reconcile net loss to net cash used in operating activities | (96,800) | (286,565) | |
Change in fair value of derivative warrant liabilities | $ 31,029,800 | 31,029,800 | 40,117,600 |
Financing costs | 1,550,280 | 1,550,280 | 1,550,280 |
Net cash used in operating activities | (861,077) | (906,015) | |
Net cash used in investing activities | (828,000,000) | (828,000,000) | |
Net cash provided by financing activities | 829,733,351 | 829,643,801 | |
Net change in cash | 872,274 | 737,786 | |
Previously Reported [Member] | |||
Net loss | (126,000) | (150,766) | |
Adjustments to reconcile net loss to net cash used in operating activities | (96,800) | (286,565) | |
Net cash used in operating activities | (861,077) | (906,015) | |
Net cash used in investing activities | (828,000,000) | (828,000,000) | |
Net cash provided by financing activities | 829,733,351 | 829,643,801 | |
Net change in cash | 872,274 | 737,786 | |
Revision of Prior Period, Adjustment [Member] | |||
Net loss | (32,580,080) | (41,667,880) | |
Change in fair value of derivative warrant liabilities | 31,029,800 | 31,029,800 | 40,117,600 |
Financing costs | $ 1,550,280 | $ 1,550,280 | $ 1,550,280 |