Document And Entity Information
Document And Entity Information - USD ($) | 7 Months Ended | |
Dec. 31, 2020 | Jun. 23, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Bridgetown Holdings Ltd | |
Document Type | 10-K/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 921,049,953 | |
Amendment Flag | true | |
Amendment Description | Bridgetown Holdings Limited
(the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 25, 2021, or the Original Filing, to restate our financial statements for the period ended December 31, 2020. We are also restating the audited balance sheet as of October 20, 2020 in the accompanying financial statements included in this Amendment, including describing the restatement and its impact on previously reported amounts (the “Restatement”).The Restatement results from the Company’s prior accounting for its public warrants and private placement warrants issued in connection with the Company’s initial public offering (the “Warrants”) in October 2020 as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Warrants. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company), all warrant holders would be entitled to cash, while only certain of the holders of the underlying ordinary shares would be entitled to cash.In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, concluded that the Company’s warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25.As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.In connection with the Restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the Restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective with respect to the classification of the Company’s Warrants as components of equity instead of as derivative liabilities. For more information, see Item 9A included in this Amendment.The Company has not amended its previously filed Current Report on Form 8-K or Quarterly Reports on Form 10-Q for the periods affected by the Restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.The Restatement is more fully described in Note 2 of the notes to the financial statements included herein.In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 to 32.2) to this Amendment under Item 15 of Part IV hereof.The following sections in the Original Filing are revised in this Form 10-K/A to reflect the Restatement:Part I – Item 1A – Risk FactorsPart II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart II – Item 8 – Financial Statements and Supplementary DataPart II – Item 9A – Controls and ProceduresPart IV – Item 15 – Exhibits, Financial Statements and SchedulesExcept as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. | |
Entity Central Index Key | 0001815086 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Transition Report | false | |
Entity File Number | 001-249000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 59,499,351 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 14,874,838 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,500,497 |
Prepaid expenses | 434,662 |
Total Current Assets | 1,935,159 |
Cash and marketable securities held in Trust Account | 595,120,073 |
TOTAL ASSETS | 597,055,232 |
Current liabilities | |
Accrued expenses | 49,606 |
Accrued offering costs | 300 |
Advances from related party | 902,517 |
Promissory note- related party | 300,000 |
Total Current Liabilities | 1,252,423 |
Warrant Liability | 116,156,595 |
Deferred underwriting fee payable | 17,849,805 |
Total Liabilities | 135,258,823 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 45,679,640 shares at $10.00 per share | 456,796,400 |
Shareholders’ Equity | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |
Additional paid-in capital | 95,422,007 |
Accumulated deficit | (90,424,867) |
Total Shareholders’ Equity | 5,000,009 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 597,055,232 |
Class A Ordinary Shares | |
Shareholders’ Equity | |
Common stock value | 1,382 |
Total Shareholders’ Equity | 1,382 |
Class B Ordinary Shares | |
Shareholders’ Equity | |
Common stock value | 1,487 |
Total Shareholders’ Equity | $ 1,487 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Subject to possible redemption | 45,679,640 |
Redemption per share (in Dollars per share) | $ / shares | $ 10 |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 |
Preference shares, shares issued | |
Preference shares, shares outstanding | |
Class A Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 |
Ordinary shares, shares issued | 13,819,711 |
Ordinary shares, shares outstanding | 13,819,711 |
Class B Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 |
Ordinary shares, shares issued | 14,874,838 |
Ordinary shares, shares outstanding | 14,874,838 |
Statement of Operations
Statement of Operations | 7 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operating costs | $ 238,199 |
Loss from operations | (238,199) |
Other income: | |
Change in fair value of warrants | (89,486,546) |
Transaction costs incurred in connection with warrant liabilities | (826,684) |
Interest earned on marketable securities held in Trust Account | 126,562 |
Other income, net | (90,186,668) |
Net Loss | $ (90,424,867) |
Class A redeemable ordinary shares | |
Other income: | |
Weighted average shares outstanding (in Shares) | shares | 58,944,636 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ 0 |
Class B non-redeemable ordinary shares | |
Other income: | |
Weighted average shares outstanding (in Shares) | shares | 14,157,269 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ (6.40) |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - 7 months ended Dec. 31, 2020 - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at May. 26, 2020 | |||||
Balance (in Shares) at May. 26, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 1,581 | 23,419 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 15,812,501 | ||||
Cancellation of Class B ordinary shares | |||||
Cancellation of Class B ordinary shares (in Shares) | (1) | ||||
Sale of 59,499,351 Units, net of warrant liabilities, underwriting discounts and offering costs | $ 5,950 | 549,352,356 | 549,358,306 | ||
Sale of 59,499,351 Units, net of warrant liabilities, underwriting discounts and offering costs (in Shares) | 59,499,351 | ||||
Cash paid in excess of fair value of private warrants | 2,837,970 | 2,837,970 | |||
Forfeiture of Founder Shares | $ (94) | 94 | |||
Forfeiture of Founder Shares (in Shares) | (937,662) | ||||
Class A ordinary shares subject to possible redemption | $ (4,568) | (456,791,832) | (456,796,400) | ||
Class A ordinary shares subject to possible redemption (in Shares) | (45,679,640) | ||||
Net loss | (90,424,867) | (90,424,867) | |||
Balance at Dec. 31, 2020 | $ 1,382 | $ 1,487 | $ 95,422,007 | $ (90,424,867) | $ 5,000,009 |
Balance (in Shares) at Dec. 31, 2020 | 13,819,711 | 14,874,838 |
Statement of Cash Flows
Statement of Cash Flows | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (90,424,867) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Payment of formation costs through advances from related party | 5,000 |
Transaction costs incurred in connection with warrant liabilities | 826,684 |
Change in fair value of warrant liability | 89,486,546 |
Interest earned on marketable securities held in Trust Account | (126,562) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 151,038 |
Accrued expenses | 49,606 |
Net cash used in operating activities | (32,555) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (594,993,511) |
Net cash used in investing activities | (594,993,511) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B ordinary shares to the Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 586,818,608 |
Proceeds from sale of Private Placement Warrants | 9,674,902 |
Advances from related party | 257,269 |
Payments of offering costs | (249,216) |
Net cash provided by financing activities | 596,526,563 |
Net Change in Cash | 1,500,497 |
Cash – Beginning | |
Cash – Ending | 1,500,497 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 546,388,841 |
Change in value of Class A ordinary shares subject to possible redemption | (89,592,441) |
Initial classification of Warrant Liability | 26,670,049 |
Deferred underwriting fee payable | 17,849,805 |
Offering costs included in accrued offering costs | 300 |
Offering costs paid through promissory note - related party | 300,000 |
Offering costs paid through advances from related party | 54,548 |
Payment of prepaid expenses through advances from related party | 585,700 |
Forfeiture of Founder shares | $ (94) |
Description of Organization and
Description of Organization and Business Operations | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | Bridgetown Holdings Limited (the “Company”) was incorporated in the Cayman Islands on May 27, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from May 27, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on October 15, 2020. On October 20, 2020, the Company consummated the Initial Public Offering of 55,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $550,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Bridgetown LLC (the “Sponsor”), generating gross proceeds of $9,000,000, which is described in Note 5. On October 29, 2020, the Company consummated the sale of an additional 4,499,351 Units, at $10.00 per Unit, and the sale of an additional 449,936 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $45,668,412. Transaction costs amounted to $26,628,771, consisting of $8,174,902 of underwriting fees, net of $2,724,968 reimbursed from the underwriters (see Note 5), $17,849,805 of deferred underwriting fees and $604,064 of other offering costs. Following the closing of the Initial Public Offering on October 20, 2020 and the partial exercise of the underwriters over-allotment on October 29, 2020, an amount of $594,993,510 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the stock exchange that the Company will list its securities on will require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding public shares. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 5) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Company may waive this restriction in its sole discretion. The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their redemption rights with respect to the Founder Shares and any Public Shares held by them in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination by October 20, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. The Company will have until October 20, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements | 7 Months Ended |
Dec. 31, 2020 | |
Revision Of Previously Issued Financial Statements [Abstract] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on October 20, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash. As Adjustments As Balance sheet as of October 20, 2020 (audited) Warrant Liability $ — $ 24,693,333 $ 24,693,333 Class A Ordinary Share Subject to Possible Redemption 529,415,190 (24,693,333 ) 504,721,857 Class A Ordinary Share 206 247 453 Additional Paid-in Capital 5,003,959 826,347 5,830,396 Accumulated Deficit (5,742 ) (826,684 ) (832,426 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 116,156,595 $ 116,156,595 Class A Ordinary Share Subject to Possible Redemption 572,953,000 (116,156,600 ) 456,796,400 Class A Ordinary Share 220 1,162 1,382 Additional Paid-in Capital 5,109,934 90,312,073 95,422,007 Accumulated Deficit (111,637 ) (90,313,230 ) (90,424,867 ) Shareholders’ Equity 5,000,004 5,000,009 Statement of Operations for the Period from May 27, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (89,486,546 ) $ (89,486,546 ) Transaction costs associated with warrant liability — (826,684 ) (826,684 ) Net loss (111,367 ) (90,313,230 ) (90,424,867 ) Weighted average shares outstanding, Class A Ordinary share subject to possible redemption 58,944,636 — 58,944,636 Basic and diluted net income per share, Class A Ordinary share subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Class B Ordinary shares 14,157,269 — 14,157,269 Basic and diluted net loss per share, Class B Ordinary shares (0.02 ) (6.38 ) (6.40 ) Cash Flow Statement for the Period from May 27, 2020 (inception) to December 31, 2020 (audited) Net loss (111,367 ) (90,313,230 ) (90,424,867 ) Change in fair value of warrant liability $ — $ 89,486,546 $ 89,486,546 Transaction costs associated with Initial Public Offering — 826,684 826,684 Initial classification of Class A ordinary share subject to possible redemption 573,058,890 (23,644,544 ) 546,388,841 Change in value of Class A ordinary share subject to possible redemption (105,890 ) (89,486,551 ) (89,592,441 ) Initial classification of Warrant Liability — — 26,670,049 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo Simulation. The Private Placement Warrants are also valued using a Modified Black Scholes Model. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $26,027,055 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $826,684 of the offering costs were related to the warrant liabilities and charged to the statement of operations. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net income (loss) Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 26,283,053 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 126,562 Net Earnings $ 126,562 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 58,944,636 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (90,424,867 ) Redeemable Net Earnings (126,562 ) Non-Redeemable Net Loss $ (90,551,429 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 14,157,269 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (6.40 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Fair Value Measurements 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. 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 (unadjusted) 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Initial Public Offering
Initial Public Offering | 7 Months Ended |
Dec. 31, 2020 | |
Proposed Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 59,499,351 Units, at a purchase price of $10.00 per Unit, inclusive of 4,499,351 Units sold to the underwriters on October 29, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In July 2020, the Sponsor purchased 2,875,000 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 20, 2020, the Company declared a share dividend of one share for each Class B ordinary share in issue, on September 22, 2020, the Company effected a share dividend of 1.5 shares for each Class B ordinary share in issue and on October 13, 2020, the Company effected a share dividend of 0.1 shares for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 15,812,500 Founder Shares. On September 22, 2020, the Sponsor transferred 1,819,875 Founder Shares to the Company’s Chief Executive Officer, 575,000 Founder Shares to an affiliate of the Sponsor and 5,000 Founder Shares to each of the Company’s independent directors and a senior advisor. All share and per-share amounts have been retroactively restated to reflect the share transactions. The Founder Shares included an aggregate of up to 2,062,500 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on October 29, 2020 and the forfeiture of the remaining over-allotment option, a total of 1,124,838 Founder Shares are no longer subject to forfeiture and 937,662 Founder Shares were forfeited, resulting in an aggregate of 14,874,838 Founder Shares issued and outstanding. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. On October 29, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 449,936 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $674,902. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Advances from Related Party As of December 31, 2020, the Sponsor paid for certain offering and other operating costs on behalf of the Company in connection with the Initial Public Offering amounting to $902,517. The advances are non-interest bearing and due on demand. Promissory Note — Related Party On July 9, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. As of December 31, 2020, there was $300,000 outstanding under the Promissory Note, which is currently due on demand. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 7 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration and shareholders rights agreement entered into on October 15, 2020, the holders of the Founder Shares, Private Placement Warrants and any 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 or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be 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 a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. In addition, if affiliates of the Sponsor acquire Units in the Initial Public Offering they would become affiliates (as defined in the Securities Act) of the Company following the Initial Public Offering and any securities they acquire will be control securities under Rule 144 and may not be resold unless pursuant to an effective registration statement or exemption from registration under the Securities Act. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.30 per Unit, or $17,849,805 in the aggregate. A portion of such amount, not to exceed 25% of the total amount of the deferred underwriting commissions held in the Trust Account, may be re-allocated or paid to affiliated or unaffiliated third parties that assist the Company in consummating a Business Combination. The election to re-allocate or make any such payments to affiliated or unaffiliated third parties will be solely at the discretion of the Company’s management team, and such unaffiliated third parties will be selected by the management team in their sole and absolute discretion. 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. The Company may, in its sole discretion, pay up to an additional 1.25% in the aggregate of deferred underwriting commissions to one or more of the underwriters based on the underwriters’ performance during the Business Combination process. In connection with the closing of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option on October 29, 2020, the underwriters paid the Company an aggregate of $2,724,968 to reimburse certain of the Company’s expenses and fees in connection with the Initial Public Offering. Such fee represented an amount equal to 0.5% of the gross proceeds of the Initial Public Offering, after deducting the greater of $50 million and 35% of the gross proceeds of the Initial Public Offering to the extent received from Units purchased by the Sponsor or its affiliates and certain investors identified by the Sponsor to the underwriters. FWD, an affiliate of the Sponsor, purchased an aggregate of $50,000,000 of the Units in the Initial Public Offering. The underwriters did not receive any upfront cash underwriting commissions on such Units. |
Shareholders' Equity
Shareholders' Equity | 7 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares— Class A Ordinary Shares Class B Ordinary Shares— Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. Unless otherwise provided in a Business Combination, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Warrants
Warrants | 7 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 8 — WARRANTS Warrants— The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Company’s Business Combination, the Company will use its best efforts to file, and within 60 business days following the Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall has failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS At December 31, 2020, assets held in the Trust Account were comprised of $2,288 in cash and $595,117,785 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 4/22/2021) 1 $ 595,117,785 $ 58,339 $ 595,176,124 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 87,067,384 Warrant Liability – Private Placement Warrants 3 $ 29,089,211 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on October 26, 2020, the date of the Company’s Initial Public Offering, using a Modified Black Scholes Calculation model for the Private Placement Warrants and a Monte Carlo Simulation for the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: Input October 20, 2020 Risk-free interest rate 0.43 % Time to expiration, in Years 5.25 Expected volatility 19.6 % Exercise price $ 11.50 Stock Price $ 10.00 Probability of transaction 80.0 % On October 20, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.06 and $1.00 per warrant for aggregate values of $6.37 million and 18.33 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurement of the Private Placement Warrants was calculated using a Modified Black Scholes model which is considered a Level 3 measurement. The key inputs into the Modified Black Scholes model for the Private Placement Warrants were as follows at December 31, 2020: Input Risk-free interest rate 0.47 % Time to expiration, in Years 5.25 Expected volatility 19.4 % Exercise price $ 11.50 Stock Price $ 15.48 As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $29.09 million and $87.07 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on October 20, 2020 (IPO) 6,360,000 18,333,333 24,693,333 Initial measurement on October 29, 2020 (IPO – Over allotment) 476,932 1,449,784 1,949,720 Change in valuation inputs or other assumptions 22,252,279 67,234,267 89,846,546 Fair value as of December 31, 2020 $ 29,089,211 $ 87,067,384 $ 116,156,595 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $87.1 million during the period from May 27, 2020 through December 31, 2020. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
Subsequent Events
Subsequent Events | 7 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of 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 and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo Simulation. The Private Placement Warrants are also valued using a Modified Black Scholes Model. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $26,027,055 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $826,684 of the offering costs were related to the warrant liabilities and charged to the statement of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net income (loss) Per Ordinary Share | Net income (loss) Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 26,283,053 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 126,562 Net Earnings $ 126,562 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 58,944,636 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (90,424,867 ) Redeemable Net Earnings (126,562 ) Non-Redeemable Net Loss $ (90,551,429 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 14,157,269 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (6.40 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements 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. 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 (unadjusted) 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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Revision Of Previously Issued Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As Adjustments As Balance sheet as of October 20, 2020 (audited) Warrant Liability $ — $ 24,693,333 $ 24,693,333 Class A Ordinary Share Subject to Possible Redemption 529,415,190 (24,693,333 ) 504,721,857 Class A Ordinary Share 206 247 453 Additional Paid-in Capital 5,003,959 826,347 5,830,396 Accumulated Deficit (5,742 ) (826,684 ) (832,426 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 116,156,595 $ 116,156,595 Class A Ordinary Share Subject to Possible Redemption 572,953,000 (116,156,600 ) 456,796,400 Class A Ordinary Share 220 1,162 1,382 Additional Paid-in Capital 5,109,934 90,312,073 95,422,007 Accumulated Deficit (111,637 ) (90,313,230 ) (90,424,867 ) Shareholders’ Equity 5,000,004 5,000,009 Statement of Operations for the Period from May 27, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (89,486,546 ) $ (89,486,546 ) Transaction costs associated with warrant liability — (826,684 ) (826,684 ) Net loss (111,367 ) (90,313,230 ) (90,424,867 ) Weighted average shares outstanding, Class A Ordinary share subject to possible redemption 58,944,636 — 58,944,636 Basic and diluted net income per share, Class A Ordinary share subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Class B Ordinary shares 14,157,269 — 14,157,269 Basic and diluted net loss per share, Class B Ordinary shares (0.02 ) (6.38 ) (6.40 ) Cash Flow Statement for the Period from May 27, 2020 (inception) to December 31, 2020 (audited) Net loss (111,367 ) (90,313,230 ) (90,424,867 ) Change in fair value of warrant liability $ — $ 89,486,546 $ 89,486,546 Transaction costs associated with Initial Public Offering — 826,684 826,684 Initial classification of Class A ordinary share subject to possible redemption 573,058,890 (23,644,544 ) 546,388,841 Change in value of Class A ordinary share subject to possible redemption (105,890 ) (89,486,551 ) (89,592,441 ) Initial classification of Warrant Liability — — 26,670,049 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Period Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 126,562 Net Earnings $ 126,562 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 58,944,636 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (90,424,867 ) Redeemable Net Earnings (126,562 ) Non-Redeemable Net Loss $ (90,551,429 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 14,157,269 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (6.40 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 4/22/2021) 1 $ 595,117,785 $ 58,339 $ 595,176,124 December 31, Level 2020 Liabilities: Warrant Liability – Public Warrants 1 $ 87,067,384 Warrant Liability – Private Placement Warrants 3 $ 29,089,211 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Input October 20, 2020 Risk-free interest rate 0.43 % Time to expiration, in Years 5.25 Expected volatility 19.6 % Exercise price $ 11.50 Stock Price $ 10.00 Probability of transaction 80.0 % Input Risk-free interest rate 0.47 % Time to expiration, in Years 5.25 Expected volatility 19.4 % Exercise price $ 11.50 Stock Price $ 15.48 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Private Public Warrant Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on October 20, 2020 (IPO) 6,360,000 18,333,333 24,693,333 Initial measurement on October 29, 2020 (IPO – Over allotment) 476,932 1,449,784 1,949,720 Change in valuation inputs or other assumptions 22,252,279 67,234,267 89,846,546 Fair value as of December 31, 2020 $ 29,089,211 $ 87,067,384 $ 116,156,595 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 7 Months Ended | |
Oct. 29, 2020 | Oct. 20, 2020 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price per unit (in Dollars per share) | $ 10 | ||
Additional units (in Shares) | 4,499,351 | ||
Total gross proceeds | $ 45,668,412 | ||
Transaction costs | $ 26,628,771 | ||
Underwriting fees | 8,174,902 | ||
Net of reimbursed from underwriters | 2,724,968 | ||
Deferred underwriting fees | 17,849,805 | ||
Other costs | $ 604,064 | ||
Minimum percentage of trust account required for business combination | 80.00% | ||
Net tangible assets | $ 5,000,001 | ||
Aggregate public shares, percentage | 15.00% | ||
Redeem public shares, percentage | 100.00% | ||
Dissolution expenses | $ 100,000 | ||
Sponsor [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Public share held in the trust account (in Dollars per share) | $ 10 | ||
Business Combination [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Percentage of outstanding voting securities | 50.00% | ||
Business combination per public share (in Dollars per share) | $ 10 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Initial public offering units (in Shares) | 55,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds from private placement | $ 550,000,000 | ||
Public offering price (in Dollars per share) | $ 10 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price per unit (in Dollars per share) | $ 1.50 | ||
Additional units (in Shares) | 449,936 | ||
Private Placement [Member] | Sponsor [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of warrants (in Shares) | 6,000,000 | ||
Share price per unit (in Dollars per share) | $ 1.50 | ||
Gross Proceeds From Private Placement | $ 9,000,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds from private placement | $ 594,993,510 | ||
Share price per unit (in Dollars per share) | $ 10 |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Details) - Schedule of accounting for the Warrants as components of equity instead of as derivative liabilities - USD ($) | 7 Months Ended | ||
Dec. 31, 2020 | Oct. 20, 2020 | May 26, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant Liability | $ 116,156,595 | $ 24,693,333 | |
Class A Ordinary Share Subject to Possible Redemption | 456,796,400 | 504,721,857 | |
Class A Ordinary Share | 1,382 | 453 | |
Additional Paid-in Capital | 95,422,007 | 5,830,396 | |
Accumulated Deficit | (90,424,867) | (832,426) | |
Shareholders’ Equity | 5,000,009 | ||
Change in fair value of warrant liability | (89,486,546) | ||
Transaction costs associated with warrant liability | (826,684) | ||
Net loss | (90,424,867) | ||
Change in fair value of warrant liability | 89,486,546 | ||
Transaction costs associated with Initial Public Offering | 826,684 | ||
Initial classification of Class A ordinary share subject to possible redemption | 546,388,841 | ||
Change in value of Class A ordinary share subject to possible redemption | (89,592,441) | ||
Initial classification of Warrant Liability | 26,670,049 | ||
Class A Ordinary Shares [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Shareholders’ Equity | 1,382 | ||
Net loss | |||
Weighted average shares outstanding (in Shares) | 58,944,636 | ||
Basic and diluted net loss per share (in Dollars per share) | $ 0 | ||
Class B Ordinary Shares [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Shareholders’ Equity | $ 1,487 | ||
Net loss | |||
Weighted average shares outstanding (in Shares) | 14,157,269 | ||
Basic and diluted net loss per share (in Dollars per share) | $ (6.40) | ||
As Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant Liability | |||
Class A Ordinary Share Subject to Possible Redemption | 572,953,000 | 529,415,190 | |
Class A Ordinary Share | 220 | 206 | |
Additional Paid-in Capital | 5,109,934 | 5,003,959 | |
Accumulated Deficit | (111,637) | (5,742) | |
Shareholders’ Equity | 5,000,004 | ||
Change in fair value of warrant liability | |||
Transaction costs associated with warrant liability | |||
Net loss | (111,367) | ||
Change in fair value of warrant liability | |||
Transaction costs associated with Initial Public Offering | |||
Initial classification of Class A ordinary share subject to possible redemption | 573,058,890 | ||
Change in value of Class A ordinary share subject to possible redemption | (105,890) | ||
Initial classification of Warrant Liability | |||
As Previously Reported [Member] | Class A Ordinary Shares [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted average shares outstanding (in Shares) | 58,944,636 | ||
Basic and diluted net loss per share (in Dollars per share) | $ 0 | ||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted average shares outstanding (in Shares) | 14,157,269 | ||
Basic and diluted net loss per share (in Dollars per share) | $ (0.02) | ||
Adjustments [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant Liability | $ 116,156,595 | 24,693,333 | |
Class A Ordinary Share Subject to Possible Redemption | (116,156,600) | (24,693,333) | |
Class A Ordinary Share | 1,162 | 247 | |
Additional Paid-in Capital | 90,312,073 | 826,347 | |
Accumulated Deficit | (90,313,230) | $ (826,684) | |
Change in fair value of warrant liability | (89,486,546) | ||
Transaction costs associated with warrant liability | (826,684) | ||
Net loss | (90,313,230) | ||
Change in fair value of warrant liability | 89,486,546 | ||
Transaction costs associated with Initial Public Offering | 826,684 | ||
Initial classification of Class A ordinary share subject to possible redemption | (23,644,544) | ||
Change in value of Class A ordinary share subject to possible redemption | (89,486,551) | ||
Initial classification of Warrant Liability | |||
Adjustments [Member] | Class A Ordinary Shares [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted average shares outstanding (in Shares) | |||
Basic and diluted net loss per share (in Dollars per share) | |||
Adjustments [Member] | Class B Ordinary Shares [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Weighted average shares outstanding (in Shares) | |||
Basic and diluted net loss per share (in Dollars per share) | $ (6.38) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 7 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | $ 26,027,055 |
Federal depository insurance coverage | 250,000 |
IPO [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | $ 826,684 |
Class A Ordinary Shares [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Warrants are exercisable to purchase shares (in Shares) | shares | 26,283,053 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share | 7 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | $ | $ 126,562 |
Net Earnings | $ | $ 126,562 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted | $ / shares | $ 58,944,636 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ / shares | $ 0 |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net Loss | $ | $ (90,424,867) |
Redeemable Net Earnings | $ | $ (126,562) |
Non-Redeemable Net Loss | $ / shares | $ (90,551,429) |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | |
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | shares | 14,157,269 |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ (6.40) |
Initial Public Offering (Detail
Initial Public Offering (Details) - Class A Ordinary Shares [Member] - $ / shares | 1 Months Ended | 7 Months Ended |
Oct. 29, 2020 | Dec. 31, 2020 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock units | 59,499,351 | |
Purchase price per unit | $ 10 | |
Share price | $ 11.50 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock units | 4,499,351 | |
Purchase price per unit | $ 1.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 13, 2020 | Oct. 29, 2020 | Sep. 22, 2020 | Jul. 31, 2020 | Dec. 31, 2020 | Jul. 09, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of warrants | 4,499,351 | |||||
Founder shares issued and outstanding | 14,874,838 | |||||
Share price (in Dollars per share) | $ 10 | |||||
Aggregate purchase price (in Dollars) | $ 9,674,902 | |||||
Offering and other operating costs (in Dollars) | 902,517 | |||||
Aggregate principal amount (in Dollars) | $ 300,000 | |||||
Outstanding promissory note amount (in Dollars) | $ 300,000 | |||||
Warrants conversion, description | Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post- Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Share price (in Dollars per share) | $ 10 | |||||
Private Placement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of warrants | 449,936 | |||||
Purchase of warrants | 6,000,000 | |||||
Warrants per share price (in Dollars per share) | $ 1.50 | |||||
Aggregate purchase price (in Dollars) | $ 9,000,000 | |||||
Share price (in Dollars per share) | $ 1.50 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Share price (in Dollars per share) | $ 1.50 | |||||
Directors and Senior Advisor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares issued | 5,000 | |||||
Class B Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Dividend declaration description | On July 20, 2020, the Company declared a share dividend of one share for each Class B ordinary share in issue, on September 22, 2020, the Company effected a share dividend of 1.5 shares for each Class B ordinary share in issue and on October 13, 2020, the Company effected a share dividend of 0.1 shares for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 15,812,500 Founder Shares. | |||||
Shares issued | 15,812,500 | 15,812,501 | ||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of warrants | 2,875,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate price (in Dollars) | $ 25,000 | |||||
Shares subject to forfeiture | 937,662 | |||||
Issued and outstanding shares, percentage | 20.00% | |||||
Shares are no longer subject to forfeiture | 1,124,838 | |||||
Proposed Stockholders, Description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | |||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares subject to forfeiture | 2,062,500 | |||||
Founder Shares [Member] | Chief Executive Officer [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares issued | 575,000 | |||||
Sponsor transferred shares | 1,819,875 | |||||
Class A Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of warrants | 45,679,640 | |||||
Shares issued | ||||||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of shares | 449,936 | |||||
Share price (in Dollars per share) | $ 1.50 | |||||
Aggregate purchase price (in Dollars) | $ 674,902 | |||||
Class A Ordinary Shares [Member] | Private Placement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Share price (in Dollars per share) | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 7 Months Ended |
Oct. 29, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||
Per share unit (in Dollars per share) | $ 0.30 | |
Deferred underwriters fee (in Dollars) | $ 17,849,805 | |
Deferred underwriting commission percentage | 25.00% | |
Additional deferred underwriting commission | 1.25% | |
Initial Public Offering [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriters aggregate reimburse (in Dollars) | $ 2,724,968 | |
Gross proceeds percentage | 0.50% | |
Initial Public Offering [Member] | Sponsor [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Gross proceeds percentage | 35.00% | |
Gross proceed (in Dollars) | $ 50,000,000 | |
Purchase an aggregate units (in Shares) | 50,000,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 7 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholders' Equity (Details) [Line Items] | |
Preference shares, shares authorized | 1,000,000 |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Class A Ordinary Shares [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Ordinary shares, shares authorized | 200,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares outstanding | 13,819,711 |
Ordinary shares, shares issued | 13,819,711 |
Shares subject to possible redemption | 45,679,640 |
Class B Ordinary Shares [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Ordinary shares, shares authorized | 20,000,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares outstanding | 14,874,838 |
Ordinary shares, shares issued | 14,874,838 |
Issued and outstanding, percentage | 20.00% |
Warrants (Details)
Warrants (Details) | 7 Months Ended |
Dec. 31, 2020$ / shares | |
Warrants (Details) [Line Items] | |
Exercise price of warrants | $ 9.20 |
Redemption trigger price | 18 |
Business Combination [Member] | |
Warrants (Details) [Line Items] | |
Effective issue price | $ 10 |
Total equity proceeds | 60.00% |
Minimum [Member] | |
Warrants (Details) [Line Items] | |
Higher market value and newly issued price percentage | 115.00% |
Maximum [Member] | |
Warrants (Details) [Line Items] | |
Higher market value and newly issued price percentage | 180.00% |
Class A ordinary share [Member] | |
Warrants (Details) [Line Items] | |
Warrant redemption description | Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant holders. |
Class A ordinary share [Member] | Business Combination [Member] | |
Warrants (Details) [Line Items] | |
Effective issue price | $ 9.20 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | 7 Months Ended |
Oct. 20, 2020 | Dec. 31, 2020 | |
Fair Value Measurements (Details) [Line Items] | ||
Assets held in trust account | $ 2,288 | |
Warrant price (in Dollars per share) | $ 9.20 | |
Aggregate values | $ 89,486,546 | |
Initial measurement | 87,100,000 | |
U.S. Treasury Securities [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held in trust account | 595,117,785 | |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrant price (in Dollars per share) | $ 1.06 | |
Aggregate values | $ 6,370,000 | 29,090,000 |
Public Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrant price (in Dollars per share) | $ 1 | |
Aggregate values | $ 18,330,000 | $ 87,070,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Level 1 [Member] | U.S. Treasury Securities [Member] | |
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis [Line Items] | |
Amortized Cost | $ 595,117,785 |
Gross Holding Gain | 58,339 |
Fair Value | 595,176,124 |
Public Warrants [Member] | Level 1 [Member] | |
Liabilities: | |
Warrant Liability | 87,067,384 |
Private Placement Warrants [Member] | Level 3 [Member] | |
Liabilities: | |
Warrant Liability | $ 29,089,211 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis (Parentheticals) | 7 Months Ended |
Dec. 31, 2020 | |
Schedule of company’s assets that are measured at fair value on a recurring basis [Abstract] | |
U.S. Treasury Securities Maturity date | Apr. 22, 2021 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of initial measurement - $ / shares | Oct. 29, 2020 | Dec. 31, 2020 |
Schedule of initial measurement [Abstract] | ||
Risk-free interest rate | 0.43% | 0.47% |
Time to expiration, in Years | 5 years 3 months | 5 years 3 months |
Expected volatility | 19.60% | 19.40% |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Stock Price (in Dollars per share) | $ 10 | $ 15.48 |
Probability of transaction | 80.00% |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2020 | |
Initial measurement on October 20, 2020 (IPO) | 6,360,000 |
Initial measurement on October 29, 2020 (IPO – Over allotment) | 476,932 |
Change in valuation inputs or other assumptions | 22,252,279 |
Fair value as of December 31, 2020 | 29,089,211 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2020 | |
Initial measurement on October 20, 2020 (IPO) | 18,333,333 |
Initial measurement on October 29, 2020 (IPO – Over allotment) | 1,449,784 |
Change in valuation inputs or other assumptions | 67,234,267 |
Fair value as of December 31, 2020 | 87,067,384 |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of January 1, 2020 | |
Initial measurement on October 20, 2020 (IPO) | 24,693,333 |
Initial measurement on October 29, 2020 (IPO – Over allotment) | 1,949,720 |
Change in valuation inputs or other assumptions | 89,846,546 |
Fair value as of December 31, 2020 | $ 116,156,595 |