Xos (XOS) S-4 14 May 21 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	5 Months Ended
	Dec. 31, 2020
Document Information Line Items
Entity Registrant Name	NextGen Acquisition Corp
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001819493
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 821,331
Prepaid expenses	443,165
Total current assets	1,264,496
Investments held in Trust Account	375,007,974
Total Assets	376,272,470
Current liabilities:
Accounts payable	5,497
Accrued expenses	117,238
Total current liabilities	122,735
Deferred underwriting commissions in connection with the initial public offering	13,125,000
Total liabilities	13,247,735
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 35,802,473 shares subject to possible redemption at $10.00 per share	358,024,730
Shareholders’ Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,697,527 shares issued and outstanding (excluding 35,802,473 shares subject to possible redemption)	170
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 9,375,000 shares issued and outstanding	937
Additional paid-in capital	5,351,344
Accumulated deficit	(352,446)
Total shareholders’ equity	5,000,005
Total Liabilities and Shareholders’ Equity	$ 376,272,470

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	5 Months Ended
	Dec. 31, 2020$ / sharesshares
Shares subject to possible redemption	35,802,473
Redemption price per share (in Dollars per share) | $ / shares	$ 10
Ordinary shares, par value (in Dollars per share) | $ / shares	0.0001
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Ordinary Shares
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	500,000,000
Common stock, shares issued	1,697,527
Common stock, shares outstanding	1,697,527
Class B Ordinary Shares
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	50,000,000
Common stock, shares issued	9,375,000
Common stock, shares outstanding	9,375,000

Statement of Operations

Statement of Operations	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Operating expenses
General and administrative expenses	$ 330,420
General and administrative expenses – related party	30,000
Total operating expenses	(360,420)
Net gain from cash equivalents held in Trust Account	7,974
Net loss	$ (352,446)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted (in Shares) | shares	35,001,205
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ / shares
Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted (in Shares) | shares	9,819,148
Basic and diluted net loss per share, non-redeemable ordinary shares (in Dollars per share) | $ / shares	$ (0.04)

Statement of Changes in Shareho

Statement of Changes in Shareholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($)	Class A Ordinary Share	Class B Ordinary Share	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jul. 28, 2020
Balance (in Shares) at Jul. 28, 2020
Issuance of Class B ordinary shares to Sponsor		$ 1,006	23,994		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)		10,062,500
Sale of units in initial public offering, gross	$ 3,750		374,996,250		375,000,000
Sale of units in initial public offering, gross (in Shares)	37,500,000
Offering costs			(21,147,820)		(21,147,820)
Sale of private placement warrants to Sponsor in private placement			9,500,001		9,500,001
Shares subject to possible redemption	$ (3,580)		(358,021,150)		(358,024,730)
Shares subject to possible redemption (in Shares)	(35,802,473)
Forfeiture of Class B shares		$ (69)	69
Forfeiture of Class B shares (in Shares)		(687,500)
Net loss				(352,446)	(352,446)
Balance at Dec. 31, 2020	$ 170	$ 937	$ 5,351,344.01	$ (352,446)	$ 5,000,005
Balance (in Shares) at Dec. 31, 2020	1,697,527	9,375,000

Statement of Cash Flows

Statement of Cash Flows	5 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (352,446)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
Net gain from investments held in Trust Account	(7,974)
Changes in operating assets and liabilities:
Prepaid expenses	(443,165)
Accounts payable	5,497
Accrued expenses	47,238
Net cash used in operating activities	(725,850)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(375,000,000)
Net cash used in investing activities	(375,000,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party	300,000
Repayment of note payable to related party	(300,000)
Proceeds received from initial public offering, gross	375,000,000
Proceeds received from private placement	9,500,001
Offering costs paid	(7,952,820)
Net cash provided by financing activities	376,547,181
Net increase in cash	821,331
Cash – beginning of the period
Cash – ending of the period	821,331
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses	70,000
Deferred underwriting commissions in connection with the initial public offering	13,125,000
Initial value of Class A common stock subject to possible redemption	334,219,730
Change in value of Class A common stock subject to possible redemption	$ 23,805,000

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1 — Description of Organization, Business Operations and Basis of Presentation NextGen Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July As of December -operating The Company’s sponsor is NextGen Sponsor LLC, a Cayman Island exempted company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October -allotment -Allotment -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $9.0 -Allotment Upon the closing of the Initial Public Offering, the Over -Allotment -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering, the Over -Allotment -transaction The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides for 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% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 -share distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the 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. The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Basis of Presentation The accompanying financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the 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 auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risk and Uncertainties On January -19 -19 -19 -19 -19 -19 -19 Liquidity and Capital Resources As of December Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $375.0 -7 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and cash equivalents held in Trust Account. On December Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value of Financial Instruments As of December -term Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on December Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period excluding ordinary shares subject to forfeiture. An aggregate of 35,802,473 Class A ordinary shares subject to possible redemption on December -Allotment The Company’s net loss is adjusted for the portion of income (loss) that is attributable to Class A ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: For The Class A ordinary shares subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 7,974 Net income attributable to Class A ordinary shares subject to possible redemption $ 7,974 Denominator: Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 35,001,205 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-redeemable ordinary shares Numerator: Net loss $ (352,446 ) Less: Net income attributable to Class A ordinary shares subject to possible redemption 7,974 Net loss attributable to non-redeemable ordinary shares $ (360,420 ) Denominator: Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 9,819,148 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.04 ) Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Dec. 31, 2020
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On October -allotment -Allotment Each Unit consists of one Class A ordinary share and one -third

Private Placement

Private Placement	5 Months Ended
	Dec. 31, 2020
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $9.0 -allotment Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions

Related Party Transactions	5 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On July -allotment The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Related Party Loans On July -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $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. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December Administrative Services Agreement The Company executed an Administrative Services Agreement with an affiliate of the Sponsor, pursuant to which the Company will pay a total of $10,000 per month for office space, administrative, financial and support services to such affiliate. Payments under the agreement cease upon completion of the initial Business Combination or liquidation of the Company.

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration and Shareholder Rights 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) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriters a 45 -day -allotment -Allotment The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.00 In connection with the consummation of the Over -Allotment Deferred Legal Fees The Company’s legal counsel agreed to defer their fees in excess of $250,000 until the consummation of the Company’s initial Business Combination. In the event, either (x) the initial Business Combination is not consummated within two years of the Initial Public Offering and the proceeds of the Initial Public Offering are returned to investors, or (y) the legal counsel declined to represent the Company in the initial Business Combination due to a conflict, the legal counsel will write off such deferred amounts. The deferred amount is an unrecognized contingent liability, as closing of a potential business combination was not considered probable as of December

Shareholders_ Equity

Shareholders’ Equity	5 Months Ended
	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
Shareholders’ Equity	Note 7 — Shareholders’ Equity Class A Ordinary Shares Class B Ordinary Shares -allotment -allotment Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law. Each ordinary share will have one vote on all such matters. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -converted -linked -linked Preference Shares Warrants The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • • • • -trading -divisions The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (including both Public Warrants and Private Placement Warrants): • • • • The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	5 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December Quoted Prices Significant Significant Investments held in Trust Account: Money market mutual funds $ 375,007,974 $ — $ — Transfers to/from Levels

Subsequent Events

Subsequent Events	5 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events On February Merger Agreement Merger Sub Xos Business Combination (i) at the closing of the transactions contemplated by the Merger Agreement (the “ Closing DGCL Merger (ii) as a result of the Merger, among other things, all outstanding shares of common stock of Xos (after giving effect to the Company Recapitalization (as defined in the Merger Agreement)) will be cancelled in exchange for the right to receive, in the aggregate, a number of shares of the Company’s Common Stock (as defined below) equal to the quotient obtained by dividing (x) $1,276,261,160.00 by (y) $10.00; and (iii) upon the effective time of the Domestication (as defined below), the Company will immediately be renamed “Xos, Inc.” or such other name as agreed to by NextGen and Xos prior to Closing. On February PIPE Investors PIPE Investment On March -interest The Company evaluated events that have occurred after the balance sheet date through the date on which the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term
Investments Held in Trust Account	Investments Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $375.0 -7
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and cash equivalents held in Trust Account. On December
Fair Value Measurement	Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Fair Value of Financial Instruments	Fair Value of Financial Instruments As of December -term
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on December
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period excluding ordinary shares subject to forfeiture. An aggregate of 35,802,473 Class A ordinary shares subject to possible redemption on December -Allotment The Company’s net loss is adjusted for the portion of income (loss) that is attributable to Class A ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: For The Class A ordinary shares subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 7,974 Net income attributable to Class A ordinary shares subject to possible redemption $ 7,974 Denominator: Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 35,001,205 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-redeemable ordinary shares Numerator: Net loss $ (352,446 ) Less: Net income attributable to Class A ordinary shares subject to possible redemption 7,974 Net loss attributable to non-redeemable ordinary shares $ (360,420 ) Denominator: Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 9,819,148 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.04 )
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per ordinary share	For The Class A ordinary shares subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 7,974 Net income attributable to Class A ordinary shares subject to possible redemption $ 7,974 Denominator: Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 35,001,205 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-redeemable ordinary shares Numerator: Net loss $ (352,446 ) Less: Net income attributable to Class A ordinary shares subject to possible redemption 7,974 Net loss attributable to non-redeemable ordinary shares $ (360,420 ) Denominator: Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 9,819,148 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.04 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Quoted Prices Significant Significant Investments held in Trust Account: Money market mutual funds $ 375,007,974 $ — $ —

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Oct. 09, 2020	Nov. 17, 2020	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Offering costs			$ 375,000,000
Net Proceeds			$ 375,000,000
Fair market value, percentage			80.00%
Ownership percentage			50.00%
Exercise price (in Dollars per share)			$ 10
Net tangible assets			$ 5,000,001
Aggregate of public share, percentage			15.00%
Percentage of public shares			100.00%
Dissolution expenses			$ 100,000
Price per share (in Dollars per share)			$ 10
Balance at bank			$ 821,000
Working capital deficit			$ 1,200,000
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Initial public offering units (in Shares)	35,000,000
Price per warrant (in Dollars per share)	$ 10
Gross proceeds	$ 350,000,000
Offering costs	19,800,000
Deferred underwriting commissions	$ 12,300,000
Over-Allotment Units [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Initial public offering units (in Shares)		2,500,000
Gross proceeds		$ 25,000,000
Underwriting Fees		1,400,000
Deferred underwriting fees		$ 875,000
Private Placement Warrants [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Price per warrant (in Dollars per share)			$ 1.50
Gross proceeds			$ 9,000,000
Initial public offering warrants (in Shares)			6,000,000
Exercise price (in Dollars per share)			$ 11.50
Private Placement Warrants Overallotment [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Initial public offering units (in Shares)		333,334
Price per warrant (in Dollars per share)			$ 10
Gross proceeds		$ 500,000
Founder Shares [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sponsor payment			$ 25,000
Loan amount			$ 300,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	5 Months Ended
	Dec. 31, 2020USD ($)shares
Summary of Significant Accounting Policies (Details) [Line Items]
Net Proceeds (in Dollars) | $	$ 375,000,000
Federal depository insurance coverage amount (in Dollars) | $	$ 250,000
Shares subject to possible redemption	35,802,473
Over-Allotment Option [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants to purchase ordinary stock	18,833,334
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Shares subject to possible redemption	35,802,473

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Numerator:
Net gain from investments held in Trust Account	$ 7,974
Net income attributable to Class A ordinary shares subject to possible redemption	$ 7,974
Denominator:
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted (in Shares) | shares	35,001,205
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ / shares	$ 0
Numerator:
Net loss	$ (352,446)
Less: Net income attributable to Class A ordinary shares subject to possible redemption	7,974
Net loss attributable to non-redeemable ordinary shares	$ (360,420)
Denominator:
Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted (in Shares) | shares	9,819,148
Basic and diluted net loss per share, non-redeemable ordinary shares (in Dollars per share) | $ / shares	$ (0.04)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Oct. 09, 2020	Nov. 17, 2020	Dec. 31, 2020	Jul. 31, 2020
Initial Public Offering (Details) [Line Items]
Warrant Description			Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
Exercise price (in Dollars per share)				$ 1.50
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering units (in Shares)	35,000,000
Price per unit (in Dollars per share)	$ 10
Generating gross proceeds	$ 350,000,000
Offering costs	19,800,000
Deferred underwriting commissions	12,300,000
Gross proceeds	$ 350,000,000
Over-Allotment Units [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering units (in Shares)		2,500,000
Gross proceeds		$ 25,000,000
Underwriting fees		1,400,000
Deferred underwriting fees		$ 875,000
Public Warrant [Member]
Initial Public Offering (Details) [Line Items]
Exercise price (in Dollars per share)			$ 11.50

Private Placement (Details)

Private Placement (Details) - Private Placement Warrant [Member] - USD ($)	1 Months Ended	5 Months Ended
	Nov. 17, 2020	Dec. 31, 2020
Private Placement (Details) [Line Items]
Initial public offering warrants		6,000,000
Price per warrant		$ 1.50
Gross proceeds		$ 9,000,000
Aggregate of purchase shares	333,334
Generating gross proceeds	$ 500,000
Exercise price		$ 11.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Oct. 08, 2020	Jul. 31, 2020	Dec. 31, 2020	Nov. 17, 2020
Related Party Transactions (Details) [Line Items]
Issued and outstanding shares of public offering, percentage			20.00%
Loan amount		$ 300,000
Repaid amount	$ 300,000
Authorized working capital		$ 1,500,000
Price per warrant (in Dollars per share)		$ 1.50
Rent for office space per month			$ 10,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Consideration received		$ 25,000
Common stock subject to forfeiture (in Shares)		1,312,500
Issued and outstanding shares of public offering, percentage		20.00%
Sale of additional units (in Shares)				2,500,000
Business combination, description			The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Class B ordinary shares [Member]
Related Party Transactions (Details) [Line Items]
Shares issued (in Shares)		10,062,500
Common stock subject to forfeiture (in Shares)		1,312,500
Aggregate additional shares forfeited (in Shares)				687,500

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	5 Months Ended
	Nov. 17, 2020	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Additional fee paid	$ 500,000
Deferred underwriting commissions	$ 875,000
Description of deferred fees		The Company’s legal counsel agreed to defer their fees in excess of $250,000 until the consummation of the Company’s initial Business Combination.
Business combination, term		2 years
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional shares		5,250,000
Over-Allotment [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional shares	2,500,000
Underwriting agreement, description		The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.00 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $12.25 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders_ Equity (Details)

Shareholders’ Equity (Details) - $ / shares	1 Months Ended	5 Months Ended
	Jul. 31, 2020	Dec. 31, 2020	Nov. 17, 2020
Shareholders’ Equity (Details) [Line Items]
Ordinary shares subject to possible redemption		35,802,473
Issued and outstanding, percentage	20.00%
Issued and outstanding shares of public offering, percentage		20.00%
Preferred stock, shares authorized		5,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001
Warrant [Member]
Shareholders’ Equity (Details) [Line Items]
Warrants, description		The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of 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 initial 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, the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
Exercise price 18.00 [Member]
Shareholders’ Equity (Details) [Line Items]
Warrants for redemption, description		Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like).
Exercise price 10.00 [Member]
Shareholders’ Equity (Details) [Line Items]
Warrants for redemption, description		Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (including both Public Warrants and Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
Class A Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Common stock, shares authorized		500,000,000
Common stock par value (in Dollars per share)		$ 0.0001
Common stock, shares issued		37,500,000
Ordinary shares subject to possible redemption		35,802,473
Class B Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Common stock, shares authorized		50,000,000
Common stock par value (in Dollars per share)		$ 0.0001
Common stock, shares issued	10,062,500
Common stock subject to possible redemption	1,312,500
Shares subject to forfeiture			2,500,000
Aggregate additional shares forfeited			687,500

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis	Dec. 31, 2020USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Investments held in Trust Account:
Money market mutual funds	$ 375,007,974
Significant Other Observable Inputs (Level 2) [Member]
Investments held in Trust Account:
Money market mutual funds
Significant Other Unobservable Inputs (Level 3) [Member]
Investments held in Trust Account:
Money market mutual funds

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Feb. 21, 2021	Mar. 29, 2021
Subsequent Events (Details) [Line Items]
Merger agreement. description	(ii) as a result of the Merger, among other things, all outstanding shares of common stock of Xos (after giving effect to the Company Recapitalization (as defined in the Merger Agreement)) will be cancelled in exchange for the right to receive, in the aggregate, a number of shares of the Company’s Common Stock (as defined below) equal to the quotient obtained by dividing (x) $1,276,261,160.00 by (y) $10.00; and
Promissory Note [Member]
Subsequent Events (Details) [Line Items]
Aggregate principal amount		$ 1,000,000
Promissory Note outstanding		$ 0
PIPE Investors [Member]
Subsequent Events (Details) [Line Items]
Shares subscribed (in Shares)	22,000,000
Aggregate purchase price for shares	$ 220,000,000
Additional shares to be sold (in Shares)	2,000,000