Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | NextGen Acquisition Corp |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
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 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 123,845 | $ 821,331 |
Prepaid expenses | 440,555 | 443,165 |
Total current assets | 564,400 | 1,264,496 |
Investments held in Trust Account | 375,017,221 | 375,007,974 |
Total Assets | 375,581,621 | 376,272,470 |
Current liabilities: | ||
Accounts payable | 119,197 | 5,497 |
Accrued expenses | 87,280 | 117,238 |
Total current liabilities | 206,477 | 122,735 |
Derivative warrant liabilities | 36,124,190 | 28,500,590 |
Deferred underwriting commissions in connection with the initial public offering | 13,125,000 | 13,125,000 |
Total liabilities | 49,455,667 | 41,748,325 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption | 321,125,950 | 329,524,140 |
Shareholders’ Equity: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 20,070,869 | 11,672,764 |
Accumulated deficit | (15,072,341) | (6,674,151) |
Total Shareholders’ equity | 5,000,004 | 5,000,005 |
Total Liabilities and Shareholders’ Equity | 375,581,621 | 376,272,470 |
Class A Ordinary Shares | ||
Shareholders’ Equity: | ||
Common stock value | 539 | 455 |
Class B Ordinary Shares | ||
Shareholders’ Equity: | ||
Common stock value | $ 937 | $ 937 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Shares subject to possible redemption | 32,112,595 | 32,952,414 |
Redemption price per share (in Dollars per share) | $ 10 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 5,387,405 | 4,547,586 |
Ordinary shares, shares outstanding | 5,387,405 | 4,547,586 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 9,375,000 | 9,375,000 |
Ordinary shares, shares outstanding | 9,375,000 | 9,375,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Operations - USD ($) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | ||
General and administrative expenses | $ 753,838 | $ 330,420 |
General and administrative expenses – related party | 30,000 | 30,000 |
Total operating expenses | (783,838) | (360,420) |
Other (expense) income: | ||
Change in fair value of derivative warrant liabilities | (7,623,600) | (5,458,920) |
Financing cost – derivative warrant liabilities | (862,785) | |
Net gain from cash equivalents held in Trust Account | 9,248 | 7,974 |
Net loss | $ (8,398,190) | $ (6,674,151) |
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted (in Shares) | 32,943,083 | 32,831,343 |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | ||
Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted (in Shares) | 13,931,917 | 11,002,709 |
Basic and diluted net loss per share, non-redeemable ordinary shares (in Dollars per share) | $ (0.60) | $ (0.61) |
Unaudited Condensed Statement_2
Unaudited Condensed Statement of Changes in Shareholders’ Equity - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | 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, less derivative liabilities for public warrants | $ 3,750 | 359,871,250 | 359,875,000 | ||
Sale of units in initial public offering, less derivative liabilities for public warrants (in Shares) | 37,500,000 | ||||
Offering costs | (20,285,036) | (20,285,036) | |||
Excess cash received over the fair value of the private warrants | 1,583,332 | 1,583,332 | |||
Shares subject to possible redemption | $ (3,295) | (329,520,845) | (329,524,140) | ||
Shares subject to possible redemption (in Shares) | (32,952,414) | ||||
Forfeiture of Class B shares | $ (69) | 69 | |||
Forfeiture of Class B shares (in Shares) | (687,500) | ||||
Net loss | (6,674,151) | (6,674,151) | |||
Balance at Dec. 31, 2020 | $ 455 | $ 937 | 11,672,764 | (6,674,151) | 5,000,005 |
Balance (in Shares) at Dec. 31, 2020 | 4,547,586 | 9,375,000 | |||
Shares subject to possible redemption | $ 84 | 8,398,105 | 8,398,189 | ||
Shares subject to possible redemption (in Shares) | 839,819 | ||||
Net loss | (8,398,190) | (8,398,190) | |||
Balance at Mar. 31, 2021 | $ 539 | $ 937 | $ 20,070,869 | $ (15,072,341) | $ 5,000,004 |
Balance (in Shares) at Mar. 31, 2021 | 5,387,405 | 9,375,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (8,398,190) | $ (6,674,151) |
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 | (9,248) | (7,974) |
Change in fair value of derivative warrant liabilities | 7,623,600 | 5,458,920 |
Financing cost – derivative warrant liabilities | 862,785 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 2,610 | (443,165) |
Accounts payable | 113,700 | 5,497 |
Accrued expenses | (29,958) | 47,238 |
Net cash used in operating activities | (697,486) | (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 | 9,500,002 | |
Offering costs paid | (7,952,821) | |
Net cash provided by financing activities | 376,547,181 | |
Net decrease in cash | (697,486) | 821,331 |
Cash – beginning of the period | 821,331 | |
Cash – ending of the period | 123,845 | 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 ordinary share subject to possible redemption | 312,603,060 | |
Change in value of Class A ordinary share subject to possible redemption | $ (8,398,189) | $ 16,921,080 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | 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 March -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 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 unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S -X -K -K Risk and Uncertainties On January -19 -19 -19 -19 -19 overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID -19 -19 Liquidity and Capital Resources As of March On March -interest In connection with our assessment of going concern considerations in accordance with ASU 2014 -15 Proposed Business Combination On February The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Xos Business Combination”): (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Merger Sub will merge with and into Xos, the separate corporate existence of Merger Sub will cease and Xos will be the surviving corporation and the Company’s wholly -owned (ii) as a result of the Merger, among other things and after giving effect to the Company Recapitalization (as defined in the Merger Agreement), all outstanding shares of Xos common stock or resulting from the conversion of preferred stock of Xos into common stock of Xos, together with shares of Xos common stock reserved in respect of (a) options to purchase shares of Xos common stock (“Xos Options”), (b) restricted stock units based on shares of Xos common stock (“Xos RSUs”) and (c) restricted shares of Xos common stock (“Xos Restricted Stock Awards”) outstanding as of immediately prior to the Merger (together, the “Xos Awards”) that will be converted into awards based on new Xos common stock, will be cancelled in exchange for the right to receive an aggregate of 127,626,116 -transaction -settled (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 us and Xos prior to Closing. Prior to the Closing, subject to the approval of the Company’s shareholders, and in accordance with the DGCL, Cayman Islands Companies Act, as revised (the “CICA”) and the Company’s amended and restated memorandum and articles of association, the Company will effect a deregistration under the CICA and a domestication under Section 388 of the DGCL (by means of filing a certificate of domestication with the Secretary of State of Delaware), pursuant to which its jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, (i) each of the Company’s then issued and outstanding Class A ordinary shares, par value $0.0001 per share, will convert automatically, on a one -for-one -for-one -third On February The consummation of the proposed Xos Business Combination is subject to certain conditions as further described in the Merger Agreement. For more information about the Merger Agreement and the proposed Xos Business Combination, see the Company’s Current Reports on Form 8 -K | 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 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 7) 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. As described in Note 2 — Restatement of Previously Issued Financial Statements Note 2 — Restatement of Previously Issued Financial Statements 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 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements On May On April Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non -cash -40 -40 -40 Therefore, the Company, in consultation with its audit committee, concluded that its previously issued financial statements as of December Impact of the Restatement The impact of the Restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The Restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 376,272,470 $ — $ 376,272,470 Liabilities and Shareholders’ Equity Total current liabilities $ 122,735 $ — $ 122,735 Deferred underwriting commissions 13,125,000 — 13,125,000 Derivative warrant liabilities — 28,500,590 28,500,590 Total liabilities 13,247,735 28,500,590 41,748,325 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 358,024,730 (28,500,590 ) 329,524,140 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 170 285 455 Class B ordinary shares – $0.0001 par value 937 — 937 Additional paid-in-capital 5,351,344 6,321,420 11,672,764 Accumulated deficit (352,446 ) (6,321,705 ) (6,674,151 ) Total shareholders’ equity 5,000,005 — 5,000,005 Total liabilities and shareholders’ equity $ 376,272,470 — $ 376,272,470 Period From July 29, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (360,420 ) $ — $ (360,420 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (5,458,920 ) (5,458,920 ) Financing cost – derivative warrant liabilities (862,785 ) (862,785 ) Net gain from cash equivalents held in Trust Account 7,974 — 7,974 Total other (expense) income 7,974 (6,321,705 ) (6,313,731 ) Net loss $ (352,446 ) $ (6,321,705 ) $ (6,674,151 ) Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 35,001,205 (2,169,862 ) 32,831,343 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — — $ — Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 9,819,148 1,183,561 11,002,709 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.04 ) $ (0.57 ) $ (0.61 ) Period From July 29, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (352,446 ) $ (6,321,705 ) $ (6,674,151 ) Adjustment to reconcile net loss to net cash used in operating activities (373,404 ) 5,458,920 5,085,516 Net cash used in operating activities (725,850 ) — (725,850 ) Net cash used in investing activities (375,000,000 ) — (375,000,000 ) Net cash provided by financing activities 376,547,181 — 376,547,181 Net change in cash $ 821,331 $ — $ 821,331 In addition, the impact to the balance sheet dated October -K As of October 9, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 351,797,538 $ — $ 351,797,538 Liabilities and shareholders’ equity Total current liabilities $ 327,799 $ — $ 327,799 Deferred underwriting commissions 12,250,000 — 12,250,000 Derivative warrant liabilities — 21,616,670 21,616,670 Total liabilities 12,577,799 21,616,670 34,194,469 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 334,219,730 (21,616,670 ) 312,603,060 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 158 216 374 Class B ordinary shares – $0.0001 par value 1,006 — 1,006 Additional paid-in-capital 5,038,954 806,726 5,845,680 Accumulated deficit (40,109 ) (806,942 ) (847,051 ) Total shareholders’ equity 5,000,009 — 5,000,009 Total liabilities and shareholders’ equity $ 351,797,538 — $ 351,797,538 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | 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 U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments 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. As of March Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier • • • 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 March -term Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The 12,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,333,334 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement 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 March 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 32,112,595 Class A ordinary shares subject to possible redemption on March -Allotment We apply the two -class 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 $ 7,919 Net income attributable to Class A ordinary shares subject to possible redemption $ 7,919 Denominator: Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 32,943,083 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — Non-redeemable ordinary shares Numerator: Net loss $ (8,398,190 ) Less: Net income attributable to Class A ordinary shares subject to possible redemption 7,919 Net loss attributable to non-redeemable ordinary shares $ (8,406,109 ) Denominator: Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 13,931,917 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.60 ) Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. 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 This may make comparison of the Company’s financial statement 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. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred in connection with the preparation for the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating | Note 3 — 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 fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating -derivative 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 Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company issued 12,500,000 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 6,333,334 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement -current 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 32,952,414 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 $ 7,007 Net income attributable to Class A ordinary shares subject to possible redemption $ 7,007 Denominator: Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 32,831,343 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-redeemable ordinary shares Numerator: Net loss $ (6,674,151 ) Less: Net income attributable to Class A ordinary shares subject to possible redemption 7,007 Net loss attributable to non-redeemable ordinary shares $ (6,681,158 ) Denominator: Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 11,002,709 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.61 ) 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 | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | 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 | Note 4 — Initial Public Offering On October -allotment -Allotment Each Unit consists of one Class A ordinary share and one -third |
Private Placement
Private Placement | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | 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. | Note 5 — 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 | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | 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 March -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 would 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 March | Note 6 — 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 | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | 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 March | Note 7 — 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 |
Warrants
Warrants | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Warrant Disclosure [Abstract] | ||
Warrants | Note 8 — Warrants As of March Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 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 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. 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. | Note 8 — Warrants The Company issued 12,500,000 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 6,333,334 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that 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, requires 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, it will not be required to file or maintain in effect a registration statement. 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 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. 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. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Shareholders’ Equity | Note 7 — Shareholders’ Equity Preference Shares 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 are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will 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 -converted -linked -linked | Note 9 — 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 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 375,017,221 $ — $ — $ 375,017,221 Liabilities: Derivative warrant liabilities Public Warrants $ 23,394,190 $ — $ — $ 23,394,190 Derivative warrant liabilities Private Warrants $ — $ — $ 12,730,000 $ 12,730,000 Total fair value $ 398,411,411 $ — $ 12,730,000 $ 411,141,411 December 31, 2020 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 375,007,974 $ — $ — $ 375,007,974 Liabilities: Derivative warrant liabilities Public Warrants $ 18,683,920 $ — $ — $ 18,683,920 Derivative warrant liabilities Private Warrants $ — $ 9,816,670 $ 9,816,670 Total fair value $ 393,691,894 $ — $ 9,816,670 $ 403,508,564 Transfers to/from Levels Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Private Placement Warrants were initially and subsequently (each measurement date) measured using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering are measured based on the listed market price of such warrants, a Level 1 measurement. For the three months ended March The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock -price -free volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price $ 11.50 $ 11.50 Stock Price $ 9.92 $ 10.07 Option term (in years) 5.34 6.44 Volatility 29.10 % 21.00 % Risk-free interest rate 1.00 % 0.57 % The change in the fair value of the derivative warrant liabilities for the period for the three months ended March Warrant liabilities at January 1, 2021 $ 9,816,670 Change in fair value of derivative warrant liabilities 2,913,330 Derivative warrant liabilities at March 31, 2021 $ 12,730,00 | Note 10 — Fair Value Measurements The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of December Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities – Public Warrants (Restated) $ 18,683,920 $ — $ — $18,683,920 Derivative warrant liabilities – Private Warrants (Restated) $ — $ — $9,816,670 $9,816,670 Total fair value $ 18,683,920 $ — $ 9,816,670 $ 28,500,590 Transfers to/from Levels The estimated fair value of the warrants issued in connection with the Initial Public Offering and Private Placement Warrants initially were and subsequently have been measured using a Monte Carlo simulation model when a listed price in an active market is not available for such warrants. Beginning in December 2020, the fair value of warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. For the period from July The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Exercise price 11.50 11.50 Stock Price 9.60 10.07 Option term (in years) 6.67 6.44 Volatility 19.8 % 21.0 % Risk-free interest rate 0.52 % 0.57 % This reconciles the change in the fair value of the derivative warrant liabilities using Level 3 inputs for the period from July Level 3 – Derivatrive warrant liabilities at July 29, 2020 (inception) $ — Level 3 – Derivatrive warrant liabilities at September 30, 2020 — Issuance of Public and Private Warrants 23,041,670 Transfer to Level 1 measurement – Public Warrants (18,683,920 ) Change in fair value of derivative warrant liabilities 5,458,920 Level 3 – Derivative warrant liabilities at December 31, 2020 $ 9,816,670 |
Subsequent Events
Subsequent Events | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 — Subsequent Events NextGen has received two demand letters from putative stockholders of NextGen dated June -4 On June Green v. NextGen Acquisition Corp., et al -4 The Company evaluated all events or transactions that occurred through March | Note 11 — 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) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
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. 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. | 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 | 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 | 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. As of March | 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. U.S. 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 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 March -term | 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 fees and other costs incurred in connection with the preparation for the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating -derivative |
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 March | 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 |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The 12,500,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,333,334 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement | Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company issued 12,500,000 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 6,333,334 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement -current |
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. | 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 32,112,595 Class A ordinary shares subject to possible redemption on March -Allotment We apply the two -class 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 $ 7,919 Net income attributable to Class A ordinary shares subject to possible redemption $ 7,919 Denominator: Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 32,943,083 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — Non-redeemable ordinary shares Numerator: Net loss $ (8,398,190 ) Less: Net income attributable to Class A ordinary shares subject to possible redemption 7,919 Net loss attributable to non-redeemable ordinary shares $ (8,406,109 ) Denominator: Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 13,931,917 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.60 ) | 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 32,952,414 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 $ 7,007 Net income attributable to Class A ordinary shares subject to possible redemption $ 7,007 Denominator: Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 32,831,343 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-redeemable ordinary shares Numerator: Net loss $ (6,674,151 ) Less: Net income attributable to Class A ordinary shares subject to possible redemption 7,007 Net loss attributable to non-redeemable ordinary shares $ (6,681,158 ) Denominator: Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 11,002,709 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.61 ) |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | 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. |
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 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 This may make comparison of the Company’s financial statement 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. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheet [Table Text Block] | As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 376,272,470 $ — $ 376,272,470 Liabilities and Shareholders’ Equity Total current liabilities $ 122,735 $ — $ 122,735 Deferred underwriting commissions 13,125,000 — 13,125,000 Derivative warrant liabilities — 28,500,590 28,500,590 Total liabilities 13,247,735 28,500,590 41,748,325 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 358,024,730 (28,500,590 ) 329,524,140 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 170 285 455 Class B ordinary shares – $0.0001 par value 937 — 937 Additional paid-in-capital 5,351,344 6,321,420 11,672,764 Accumulated deficit (352,446 ) (6,321,705 ) (6,674,151 ) Total shareholders’ equity 5,000,005 — 5,000,005 Total liabilities and shareholders’ equity $ 376,272,470 — $ 376,272,470 As of October 9, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 351,797,538 $ — $ 351,797,538 Liabilities and shareholders’ equity Total current liabilities $ 327,799 $ — $ 327,799 Deferred underwriting commissions 12,250,000 — 12,250,000 Derivative warrant liabilities — 21,616,670 21,616,670 Total liabilities 12,577,799 21,616,670 34,194,469 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 334,219,730 (21,616,670 ) 312,603,060 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 158 216 374 Class B ordinary shares – $0.0001 par value 1,006 — 1,006 Additional paid-in-capital 5,038,954 806,726 5,845,680 Accumulated deficit (40,109 ) (806,942 ) (847,051 ) Total shareholders’ equity 5,000,009 — 5,000,009 Total liabilities and shareholders’ equity $ 351,797,538 — $ 351,797,538 |
Condensed Income Statement [Table Text Block] | Period From July 29, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (360,420 ) $ — $ (360,420 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (5,458,920 ) (5,458,920 ) Financing cost – derivative warrant liabilities (862,785 ) (862,785 ) Net gain from cash equivalents held in Trust Account 7,974 — 7,974 Total other (expense) income 7,974 (6,321,705 ) (6,313,731 ) Net loss $ (352,446 ) $ (6,321,705 ) $ (6,674,151 ) Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 35,001,205 (2,169,862 ) 32,831,343 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — — $ — Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 9,819,148 1,183,561 11,002,709 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.04 ) $ (0.57 ) $ (0.61 ) |
Condensed Cash Flow Statement [Table Text Block] | Period From July 29, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (352,446 ) $ (6,321,705 ) $ (6,674,151 ) Adjustment to reconcile net loss to net cash used in operating activities (373,404 ) 5,458,920 5,085,516 Net cash used in operating activities (725,850 ) — (725,850 ) Net cash used in investing activities (375,000,000 ) — (375,000,000 ) Net cash provided by financing activities 376,547,181 — 376,547,181 Net change in cash $ 821,331 $ — $ 821,331 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Class A ordinary shares subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 7,919 Net income attributable to Class A ordinary shares subject to possible redemption $ 7,919 Denominator: Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 32,943,083 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ — Non-redeemable ordinary shares Numerator: Net loss $ (8,398,190 ) Less: Net income attributable to Class A ordinary shares subject to possible redemption 7,919 Net loss attributable to non-redeemable ordinary shares $ (8,406,109 ) Denominator: Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 13,931,917 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.60 ) | For The Class A ordinary shares subject to possible redemption Numerator: Net gain from investments held in Trust Account $ 7,007 Net income attributable to Class A ordinary shares subject to possible redemption $ 7,007 Denominator: Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 32,831,343 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.00 Non-redeemable ordinary shares Numerator: Net loss $ (6,674,151 ) Less: Net income attributable to Class A ordinary shares subject to possible redemption 7,007 Net loss attributable to non-redeemable ordinary shares $ (6,681,158 ) Denominator: Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 11,002,709 Basic and diluted net loss per share, non-redeemable ordinary shares $ (0.61 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | Fair Value Measured as of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 375,017,221 $ — $ — $ 375,017,221 Liabilities: Derivative warrant liabilities Public Warrants $ 23,394,190 $ — $ — $ 23,394,190 Derivative warrant liabilities Private Warrants $ — $ — $ 12,730,000 $ 12,730,000 Total fair value $ 398,411,411 $ — $ 12,730,000 $ 411,141,411 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments held in Trust Account $ 375,007,974 $ — $ — $ 375,007,974 Liabilities: Derivative warrant liabilities Public Warrants $ 18,683,920 $ — $ — $ 18,683,920 Derivative warrant liabilities Private Warrants $ — $ 9,816,670 $ 9,816,670 Total fair value $ 393,691,894 $ — $ 9,816,670 $ 403,508,564 | Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities – Public Warrants (Restated) $ 18,683,920 $ — $ — $18,683,920 Derivative warrant liabilities – Private Warrants (Restated) $ — $ — $9,816,670 $9,816,670 Total fair value $ 18,683,920 $ — $ 9,816,670 $ 28,500,590 |
Fair Value, Concentration of Risk [Table Text Block] | As of As of Exercise price $ 11.50 $ 11.50 Stock Price $ 9.92 $ 10.07 Option term (in years) 5.34 6.44 Volatility 29.10 % 21.00 % Risk-free interest rate 1.00 % 0.57 % | As of As of Exercise price 11.50 11.50 Stock Price 9.60 10.07 Option term (in years) 6.67 6.44 Volatility 19.8 % 21.0 % Risk-free interest rate 0.52 % 0.57 % |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Warrant liabilities at January 1, 2021 $ 9,816,670 Change in fair value of derivative warrant liabilities 2,913,330 Derivative warrant liabilities at March 31, 2021 $ 12,730,00 | Level 3 – Derivatrive warrant liabilities at July 29, 2020 (inception) $ — Level 3 – Derivatrive warrant liabilities at September 30, 2020 — Issuance of Public and Private Warrants 23,041,670 Transfer to Level 1 measurement – Public Warrants (18,683,920 ) Change in fair value of derivative warrant liabilities 5,458,920 Level 3 – Derivative warrant liabilities at December 31, 2020 $ 9,816,670 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | Oct. 09, 2020 | Feb. 21, 2021 | Nov. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||||
Offering costs | $ 375,000,000 | ||||
Operating bank account | $ 124,000 | 821,000 | |||
Working capital deficit | 358,000 | 1,200,000 | |||
Net proceeds | $ 375,000,000 | $ 375,000,000 | |||
Fair market value, percentage | 80.00% | ||||
Ownership percentage | 50.00% | ||||
Pro rata interest earned on the funds held in the trust account. (in Dollars per share) | $ 10 | ||||
Net tangible assets | $ 5,000,001 | ||||
Aggregate of public share, percentage | 15.00% | ||||
Dissolution expenses | $ 100,000 | ||||
Loan amount | $ 300,000 | ||||
Proposed business combination, description | Merger (together, the “Xos Awards”) that will be converted into awards based on new Xos common stock, will be cancelled in exchange for the right to receive an aggregate of 127,626,116 shares of new Xos common stock (at a deemed value of $10.00 per share), which, in the case of Xos Awards, will be shares underlying awards based on new Xos common stock representing a pre-transaction equity value of Xos of $1,276,261,160 (the “Aggregate Merger Consideration”). The portion of the Aggregate Merger Consideration reflecting the conversion of the Xos Awards is calculated assuming that all new Xos Options are net-settled (although new Xos Options may by their terms be cash exercised, resulting in additional dilution); and | ||||
Additional shares (in Shares) | 2,000,000 | ||||
PIPE Investors [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||||
Shares subscribed (in Shares) | 22,000,000 | ||||
Aggregate purchase price amount | $ 220,000,000 | ||||
Business Acquisition [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||||
Percentage of public shares | 100.00% | ||||
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) | 6,333,334 | 6,000,000 | |||
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 | 9,000,000 | |||
Price per warrant (in Dollars per share) | $ 1.50 | ||||
Gross proceeds | $ 500,000 | ||||
Initial public offering warrants (in Shares) | 6,000,000 | ||||
Founder Shares [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||||
Sponsor payment | $ 25,000 | ||||
Class A Ordinary Shares [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Class B Ordinary Shares [Member] | |||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 15, 2020 | Jul. 29, 2020 |
Condensed Financial Information Disclosure [Abstract] | ||||
Derivative warrant | $ 1,273,000 | $ 9,816,670 | $ 21,600,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the balance sheets - USD ($) | Dec. 31, 2020 | Oct. 09, 2020 |
As Previously Reported [Member] | ||
Balance Sheet | ||
Total assets | $ 376,272,470 | $ 351,797,538 |
Liabilities and Shareholders’ Equity | ||
Total current liabilities | 122,735 | 327,799 |
Deferred underwriting commissions | 13,125,000 | 12,250,000 |
Derivative warrant liabilities | ||
Total liabilities | 13,247,735 | 12,577,799 |
Shareholders’ equity | ||
Preference shares – $0.0001 par value | ||
Additional paid-in-capital | 5,351,344 | 5,038,954 |
Accumulated deficit | (352,446) | (40,109) |
Total shareholders’ equity | 5,000,005 | 5,000,009 |
Total liabilities and shareholders’ equity | 376,272,470 | 351,797,538 |
As Previously Reported [Member] | Class A Ordinary Share | ||
Liabilities and Shareholders’ Equity | ||
Class A ordinary shares, $0.0001/$0.0001 par value; shares subject to possible redemption | 358,024,730 | 334,219,730 |
Shareholders’ equity | ||
Ordinary shares – $0.0001 par value | 170 | 158 |
As Previously Reported [Member] | Class B Ordinary Share | ||
Shareholders’ equity | ||
Ordinary shares – $0.0001 par value | 937 | 1,006 |
Restatement Adjustment [Member] | ||
Balance Sheet | ||
Total assets | ||
Liabilities and Shareholders’ Equity | ||
Total current liabilities | ||
Deferred underwriting commissions | ||
Derivative warrant liabilities | 28,500,590 | 21,616,670 |
Total liabilities | 28,500,590 | 21,616,670 |
Shareholders’ equity | ||
Preference shares – $0.0001 par value | ||
Additional paid-in-capital | 6,321,420 | 806,726 |
Accumulated deficit | (6,321,705) | (806,942) |
Total shareholders’ equity | ||
Total liabilities and shareholders’ equity | ||
Restatement Adjustment [Member] | Class A Ordinary Share | ||
Liabilities and Shareholders’ Equity | ||
Class A ordinary shares, $0.0001/$0.0001 par value; shares subject to possible redemption | (28,500,590) | (21,616,670) |
Shareholders’ equity | ||
Ordinary shares – $0.0001 par value | 285 | 216 |
Restatement Adjustment [Member] | Class B Ordinary Share | ||
Shareholders’ equity | ||
Ordinary shares – $0.0001 par value | ||
As Restated [Member] | ||
Balance Sheet | ||
Total assets | 376,272,470 | 351,797,538 |
Liabilities and Shareholders’ Equity | ||
Total current liabilities | 122,735 | 327,799 |
Deferred underwriting commissions | 13,125,000 | 12,250,000 |
Derivative warrant liabilities | 28,500,590 | 21,616,670 |
Total liabilities | 41,748,325 | 34,194,469 |
Shareholders’ equity | ||
Preference shares – $0.0001 par value | ||
Additional paid-in-capital | 11,672,764 | 5,845,680 |
Accumulated deficit | (6,674,151) | (847,051) |
Total shareholders’ equity | 5,000,005 | 5,000,009 |
Total liabilities and shareholders’ equity | 376,272,470 | 351,797,538 |
As Restated [Member] | Class A Ordinary Share | ||
Liabilities and Shareholders’ Equity | ||
Class A ordinary shares, $0.0001/$0.0001 par value; shares subject to possible redemption | 329,524,140 | 312,603,060 |
Shareholders’ equity | ||
Ordinary shares – $0.0001 par value | 455 | 374 |
As Restated [Member] | Class B Ordinary Share | ||
Shareholders’ equity | ||
Ordinary shares – $0.0001 par value | $ 937 | $ 1,006 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the balance sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Oct. 09, 2020 |
As Previously Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preference shares, par value | $ 0.0001 | |
As Previously Reported [Member] | Class A Ordinary Share | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Temporary Equity, Par value | 0.0001 | $ 0.0001 |
Ordinary shares, par value | 0.0001 | 0.0001 |
As Previously Reported [Member] | Class B Ordinary Share | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, par value | 0.0001 | 0.0001 |
Restatement Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preference shares, par value | 0.0001 | |
Restatement Adjustment [Member] | Class A Ordinary Share | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Temporary Equity, Par value | 0.0001 | 0.0001 |
Ordinary shares, par value | 0.0001 | 0.0001 |
Restatement Adjustment [Member] | Class B Ordinary Share | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, par value | 0.0001 | 0.0001 |
As Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preference shares, par value | 0.0001 | |
As Restated [Member] | Class A Ordinary Share | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Temporary Equity, Par value | 0.0001 | 0.0001 |
Ordinary shares, par value | 0.0001 | 0.0001 |
As Restated [Member] | Class B Ordinary Share | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the statements of operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
As Previously Reported [Member] | |
Statement of Operations and Comprehensive Loss | |
Loss from operations | $ (360,420) |
Change in fair value of derivative warrant liabilities | |
Net gain from cash equivalents held in Trust Account | 7,974 |
Total other (expense) income | 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) |
Restatement Adjustment [Member] | |
Statement of Operations and Comprehensive Loss | |
Loss from operations | |
Change in fair value of derivative warrant liabilities | (5,458,920) |
Financing cost – derivative warrant liabilities | (862,785) |
Net gain from cash equivalents held in Trust Account | |
Total other (expense) income | (6,321,705) |
Net loss | $ (6,321,705) |
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted (in Shares) | shares | (2,169,862) |
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 | 1,183,561 |
Basic and diluted net loss per share, non-redeemable ordinary shares (in Dollars per share) | $ / shares | $ (0.57) |
As Restated [Member] | |
Statement of Operations and Comprehensive Loss | |
Loss from operations | $ (360,420) |
Change in fair value of derivative warrant liabilities | (5,458,920) |
Financing cost – derivative warrant liabilities | (862,785) |
Net gain from cash equivalents held in Trust Account | 7,974 |
Total other (expense) income | (6,313,731) |
Net loss | $ (6,674,151) |
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted (in Shares) | shares | 32,831,343 |
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 | 11,002,709 |
Basic and diluted net loss per share, non-redeemable ordinary shares (in Dollars per share) | $ / shares | $ (0.61) |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on the statements of cash flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
As Previously Reported [Member] | |
Statement of Cash Flows | |
Net loss | $ (352,446) |
Adjustment to reconcile net loss to net cash used in operating activities | (373,404) |
Net cash used in operating activities | (725,850) |
Net cash used in investing activities | (375,000,000) |
Net cash provided by financing activities | 376,547,181 |
Net change in cash | 821,331 |
Restatement Adjustment [Member] | |
Statement of Cash Flows | |
Net loss | (6,321,705) |
Adjustment to reconcile net loss to net cash used in operating activities | 5,458,920 |
Net cash used in operating activities | |
Net cash used in investing activities | |
Net cash provided by financing activities | |
Net change in cash | |
As Restated [Member] | |
Statement of Cash Flows | |
Net loss | (6,674,151) |
Adjustment to reconcile net loss to net cash used in operating activities | 5,085,516 |
Net cash used in operating activities | (725,850) |
Net cash used in investing activities | (375,000,000) |
Net cash provided by financing activities | 376,547,181 |
Net change in cash | $ 821,331 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Net proceeds (in Dollars) | $ 375,000,000 | $ 375,000,000 |
Federal depository insurance coverage (in Dollars) | $ 250,000 | 250,000 |
Financing cost-derivative warrant liabilities (in Dollars) | $ 20,300,000 | |
Shares subject to possible redemption | 32,112,595 | 32,952,414 |
Derivative liabilities | 6,333,334 | |
Private Placement Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Derivative liabilities | 6,333,334 | |
Warrants issued | 12,500,000 | |
Initial Public Offering [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Offering costs (in Dollars) | $ 900,000 | |
Over-Allotment Option [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Warrants to purchase ordinary stock | 18,833,334 | 18,833,334 |
Class A Ordinary Shares [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares subject to possible redemption | 32,112,595 | 32,952,414 |
Derivative liabilities | 12,500,000 | |
Warrants issued | 37,500,000 | 37,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per ordinary share - USD ($) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net gain from investments held in Trust Account | $ 7,919 | $ 7,007 |
Net income attributable to Class A ordinary shares subject to possible redemption | $ 7,919 | $ 7,007 |
Denominator: | ||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted (in Shares) | 32,943,083 | 32,831,343 |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ 0 | |
Numerator: | ||
Net loss | $ (8,398,190) | $ (6,674,151) |
Less: Net income attributable to Class A ordinary shares subject to possible redemption | 7,919 | 7,007 |
Net loss attributable to non-redeemable ordinary shares | $ (8,406,109) | $ (6,681,158) |
Denominator: | ||
Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted (in Shares) | 13,931,917 | 11,002,709 |
Basic and diluted net loss per share, non-redeemable ordinary shares (in Dollars per share) | $ (0.60) | $ (0.61) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Oct. 09, 2020 | Nov. 17, 2020 | Mar. 31, 2021 | Jul. 31, 2020 |
Initial Public Offering (Details) [Line Items] | ||||
Exercise price (in Dollars per share) | $ 1.50 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Share 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] | ||||
Share units (in Shares) | 2,500,000 | |||
Gross proceeds | $ 25,000,000 | |||
Additional offering costs | 1,400,000 | |||
Deferred underwriting fees | $ 875,000 | |||
Class A Ordinary Shares [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Exercise price (in Dollars per share) | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 37 Months Ended |
Nov. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 17, 2020 | |
Private Placement (Details) [Line Items] | ||||
Generating gross proceeds (in Dollars) | $ 9,500,002 | |||
Exercise price (in Dollars per share) | $ 11.50 | |||
Private Placement Warrant [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Initial public offering warrants | 6,333,334 | 6,000,000 | ||
Price per warrant (in Dollars per share) | $ 1.50 | |||
Gross proceeds (in Dollars) | $ 9,000,000 | |||
Aggregate of purchase shares | 333,334 | |||
Generating gross proceeds (in Dollars) | $ 500,000 | |||
Exercise price (in Dollars per share) | $ 11.50 | |||
Private Placement [Member] | ||||
Private Placement (Details) [Line Items] | ||||
Initial public offering warrants | 6,000,000 | |||
Price per warrant (in Dollars per share) | $ 1.50 | |||
Gross proceeds (in Dollars) | $ 500,000 | |||
Aggregate of purchase shares | 333,334 | |||
Generating gross proceeds (in Dollars) | $ 500,000 | |||
Gross proceeds | 333,334 | 9,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 08, 2020 | Mar. 29, 2021 | Jul. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 17, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||
Issued and outstanding shares of public offering, percentage | 20.00% | |||||
Loan amount | $ 1,000,000 | $ 300,000 | ||||
Repaid amount | $ 300,000 | |||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||
Price per warrant (in Dollars per share) | $ 1.50 | |||||
Rent for office space per month | $ 10,000 | |||||
Borrowed amount | $ 0 | |||||
Warrant purchase price (in Dollars per share) | $ 1.50 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Amount of sponsor paid | $ 25,000 | |||||
Issued and outstanding shares of public offering, percentage | 20.00% | |||||
Purchase of additional forfeited shares 2,500,000 Business combination, description (in Shares) | 2,500,000 | |||||
Founder Shares [Member] | Business Acquisition [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
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 $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||||
Class B Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate additional shares forfeited (in Shares) | 687,500 | |||||
Amount of sponsor paid (in Shares) | 10,062,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended |
Nov. 17, 2020 | Mar. 31, 2021 | 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. | 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 | 5,250,000 | |
Over-Allotment [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase of additional shares | 2,500,000 | 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 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. |
Warrants (Details)
Warrants (Details) - $ / shares | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Warrant exercise price per share | $ 11.50 | $ 11.50 |
Expire term | 5 years | 5 years |
Warrant 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). | |
Business Acquisition [Member] | ||
Warrants (Details) [Line Items] | ||
Business combination, description | (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. | (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. |
Private Placement Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant to purchase | 6,333,334 | |
Warrant outstanding | 6,333,334 | 6,000,000 |
Public Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant outstanding | 12,500,000 | |
Class A Ordinary Shares [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant to purchase | 12,500,000 | |
Warrant 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. | |
Exercise price 18.00 [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant 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] | ||
Warrants (Details) [Line Items] | ||
Warrant 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. |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 5 Months Ended | |
Jul. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 17, 2020 | |
Shareholders’ Equity (Details) [Line Items] | ||||
Ordinary shares subject to possible redemption | 32,112,595 | 32,952,414 | ||
Issued and outstanding, percentage | 20.00% | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Issued and outstanding shares of public offering, percentage | 20.00% | |||
Class A Ordinary Shares [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 37,500,000 | 37,500,000 | ||
Ordinary shares subject to possible redemption | 32,112,595 | 32,952,414 | ||
Ordinary shares, shares issued | 5,387,405 | 4,547,586 | ||
Common stock, shares outstanding | 37,500,000 | |||
Class B Ordinary Shares [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 10,062,500 | 9,375,000 | 9,375,000 | |
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) - USD ($) $ in Millions | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Increase in the fair value of liabilities | $ 2.9 | $ 5.5 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial liabilities that are measured at fair value on a recurring basis - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Total fair value | $ 28,500,590 | |
Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 23,394,190 | 18,683,920 |
Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 12,730,000 | 9,816,670 |
Level 1 [Member] | ||
Liabilities: | ||
Total fair value | 18,683,920 | |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 23,394,190 | 18,683,920 |
Level 1 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 2 [Member] | ||
Liabilities: | ||
Total fair value | ||
Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 2 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 3 [Member] | ||
Liabilities: | ||
Total fair value | 9,816,670 | |
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 3 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 12,730,000 | $ 9,816,670 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value measurements inputs - Level 3 [Member] - $ / shares | 3 Months Ended | 5 Months Ended | |
Mar. 31, 2021 | Oct. 09, 2020 | Dec. 31, 2020 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 |
Stock Price | $ 9.92 | $ 9.60 | $ 10.07 |
Option term (in years) | 5 years 124 days | 6 years 244 days | 6 years 160 days |
Volatility | 29.10% | 19.80% | 21.00% |
Risk-free interest rate | 1.00% | 0.52% | 0.57% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($) | 3 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Oct. 15, 2020 | Sep. 30, 2020 | Jul. 29, 2020 | |
Schedule of change in the fair value of the derivative warrant liabilities [Abstract] | |||||
Level 3 – Derivatrive warrant liabilities at July 29, 2020 (inception) | $ 1,273,000 | $ 9,816,670 | $ 21,600,000 | ||
Level 3 – Derivatrive warrant liabilities at September 30, 2020 | |||||
Issuance of Public and Private Warrants | 23,041,670 | ||||
Transfer to Level 1 measurement – Public Warrants | (18,683,920) | ||||
Change in fair value of derivative warrant liabilities | $ 2,913,330 | 5,458,920 | |||
Level 3 – Derivative warrant liabilities at December 31, 2020 | $ 9,816,670 |
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 | |
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 (in Shares) | 2,000,000 | |
Promissory Note [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Aggregate principal amount | $ 1,000,000 | |
Promissory note outstanding | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per ordinary share - USD ($) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net gain from investments held in Trust Account | $ 7,919 | $ 7,007 |
Net income attributable to Class A ordinary shares subject to possible redemption | $ 7,919 | $ 7,007 |
Denominator: | ||
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted (in Shares) | 32,943,083 | 32,831,343 |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ 0 | |
Numerator: | ||
Net loss | $ (8,398,190) | $ (6,674,151) |
Less: Net income attributable to Class A ordinary shares subject to possible redemption | 7,919 | 7,007 |
Net loss attributable to non-redeemable ordinary shares | $ (8,406,109) | $ (6,681,158) |
Denominator: | ||
Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted (in Shares) | 13,931,917 | 11,002,709 |
Basic and diluted net loss per share, non-redeemable ordinary shares (in Dollars per share) | $ (0.60) | $ (0.61) |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account | $ 375,017,221 | $ 375,007,974 |
Liabilities: | ||
Total fair value | 411,141,411 | 403,508,564 |
Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 23,394,190 | 18,683,920 |
Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 12,730,000 | 9,816,670 |
Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | 375,017,221 | 375,007,974 |
Liabilities: | ||
Total fair value | 398,411,411 | 393,691,894 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 23,394,190 | 18,683,920 |
Level 1 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 2 [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Total fair value | ||
Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 2 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 3 [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Liabilities: | ||
Total fair value | 12,730,000 | 9,816,670 |
Level 3 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Level 3 [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 12,730,000 | $ 9,816,670 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of fair value measurements inputs - Level 3 [Member] - $ / shares | 3 Months Ended | 5 Months Ended | |
Mar. 31, 2021 | Oct. 09, 2020 | Dec. 31, 2020 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 |
Stock Price | $ 9.92 | $ 9.60 | $ 10.07 |
Option term (in years) | 5 years 124 days | 6 years 244 days | 6 years 160 days |
Volatility | 29.10% | 19.80% | 21.00% |
Risk-free interest rate | 1.00% | 0.52% | 0.57% |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of change in the fair value of the derivative warrant liabilities [Abstract] | ||
Warrant liabilities at January 1, 2021 | $ 9,816,670 | |
Change in fair value of derivative warrant liabilities | 2,913,330 | $ 5,458,920 |
Derivative warrant liabilities at March 31, 2021 | $ 1,273,000 | $ 9,816,670 |