Cover Page
Cover Page - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Mar. 30, 2021 | |
Document Information Line Items | ||
Document Type | 10-K | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | Vector Acquisition Corp | |
Entity Central Index Key | 0001819994 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39560 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | true | |
Entity Shell Company | true | |
Entity Public Float | $ 323,520,000 | |
Entity Address, State or Province | CA | |
Class A ordinary shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 32,000,000 | |
Class B ordinary shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 8,000,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 865,903 |
Prepaid expenses | 366,647 |
Total Current Assets | 1,232,550 |
Investment held in Trust Account | 320,004,846 |
TOTAL ASSETS | 321,327,396 |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
Current liabilities — accrued expenses | 217,395 |
Deferred underwriting fee payable | 11,200,000 |
Total Liabilities | 11,417,395 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 30,482,000 shares at $10.00 per share | 304,820,000 |
Shareholders' Equity | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 5,351,666 |
Accumulated deficit | (352,617) |
Total Shareholders' Equity | 5,000,001 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 321,327,396 |
Class A ordinary shares | |
Shareholders' Equity | |
Ordinary shares value | 152 |
Total Shareholders' Equity | 152 |
Class B ordinary shares | |
Shareholders' Equity | |
Ordinary shares value | 800 |
Total Shareholders' Equity | $ 800 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Preferred shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Class A ordinary shares | |
Shares subject to possible redemption | 30,482,000 |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 10 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, share authorized | 450,000,000 |
Common stock, share issued | 1,518,000 |
Common stock, share outstanding | 1,518,000 |
Class B ordinary shares | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, share authorized | 50,000,000 |
Common stock, share issued | 8,000,000 |
Common stock, share outstanding | 8,000,000 |
Statement of Operations
Statement of Operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operating costs | $ 357,463 |
Loss from operations | (357,463) |
Other income: | |
Interest earned on investment held in Trust Account | 4,846 |
Net Loss | $ (352,617) |
Class A ordinary shares | |
Other income: | |
Weighted average shares outstanding | shares | 31,553,191 |
Basic and diluted net income per share | $ / shares | $ 0 |
Class B ordinary shares | |
Other income: | |
Weighted average shares outstanding | shares | 7,732,484 |
Basic and diluted net income per share | $ / shares | $ (0.05) |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - 5 months ended Dec. 31, 2020 - USD ($) | Total | Class A ordinary shares | Class B ordinary shares | Additional Paid in Capital | Accumulated Deficit |
Balance at Beginning at Jul. 27, 2020 | |||||
Balance at Beginning (in Shares) at Jul. 27, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 863 | 24,137 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 8,625,000 | ||||
Sale of 32,000,000 Units, net of underwriting discounts and offering costs | 301,747,618 | $ 3,200 | 301,744,418 | ||
Sale of 32,000,000 Units, net of underwriting discounts and offering costs (in Shares) | 32,000,000 | ||||
Sale of 5,600,000 Private Placement Warrants | 8,400,000 | 8,400,000 | |||
Forfeiture of Founder Shares | $ (63) | 63 | |||
Forfeited of founder shares (in Shares) | (625,000) | ||||
Ordinary shares subject to possible redemption | (304,820,000) | $ (3,048) | (304,816,952) | ||
Ordinary shares subject to possible redemption (in Shares) | (30,482,000) | ||||
Net loss | (352,617) | (352,617) | |||
Balance Ending at Dec. 31, 2020 | $ 5,000,001 | $ 152 | $ 800 | $ 5,351,666 | $ (352,617) |
Balance Ending (in Shares) at Dec. 31, 2020 | 1,518,000 | 8,000,000 |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (352,617) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investment held in Trust Account | (4,846) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (366,647) |
Accrued expenses | 217,395 |
Net cash used in operating activities | (506,715) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (320,000,000) |
Net cash used in investing activities | (320,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 313,600,000 |
Proceeds from sale of Private Placement Warrants | 8,400,000 |
Proceeds from promissory note — related party | 300,000 |
Repayment of promissory note — related party | (300,000) |
Payments of offering costs | (627,382) |
Net cash provided by financing activities | 321,372,618 |
Net Change in Cash | 865,903 |
Cash — Beginning | |
Cash — Ending | 865,903 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 305,153,760 |
Change in value of Class A ordinary shares subject to possible redemption | (333,760) |
Deferred underwriting fee payable | 11,200,000 |
Deferred offering costs paid directly by Sponsor from proceeds of issuance of Class B ordinary shares | 25,000 |
Forfeiture of Founder Shares | $ (68) |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Vector Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 28, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from July 28, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Rocket Lab USA, Inc., a Delaware corporation (“Rocket Lab”) (see Note 10). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on September 24, 2020. On September 29, 2020 the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Vector Acquisition Partners, L.P. (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4. In October 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option on October 20, 2020. As such, on October 20, 2020, the Company consummated the sale of an additional 2,000,000 Units, at $10.00 per Unit, and the sale of an additional 266,667 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $20,400,000. Transaction costs amounted to $18,252,382, consisting of $6,400,000 of underwriting fees, $11,200,000 of deferred underwriting fees and $652,382 of other offering costs. Following the closing of the Initial Public Offering on September 29, 2020 and the underwriters’ partial exercise of their over-allotment on October 20, 2020, an amount of $320,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the final prospectus relating to our initial public offering. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until September 29, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes ASC Topic 740, Income Taxes The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of Class A ordinary shares outstanding for the period. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 16,266,667 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per ordinary share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 4,846 Net Earnings $ 4,846 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 31,553,191 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (352,617 ) Redeemable Net Earnings $ (4,846 ) Non-Redeemable $ (357,463 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable (1) 7,732,484 Loss/Basic and Diluted Non-Redeemable $ (0.05 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on October 20, 2020, the Company sold an additional 2,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third |
Private Placement
Private Placement | 5 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,333,333 1.50 8,000,000 266,667 1.50 400,000 11.50 |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On July 30, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on September 24, 2020, to pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For period from July 28, 2020 (inception) through December 31, 2020, the Company incurred $32,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On July 30, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholders Rights Pursuant to a registration and shareholder rights agreement entered into on September 24, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,200,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, 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 a 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, as specified in the warrant agreement; 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, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • 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 based on the redemption date and the fair market value of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price 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 the 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 exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2020, assets held in the Trust Account were comprised of $ 320,004,846 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Investments held in Trust Account — U.S. Treasury Securities Money Market Fund 1 $ 320,004,846 |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 1, 2021, the Company entered into an Agreement and Plan of Merger with Rocket Lab, and Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rocket Lab (“Merger Sub”). The Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of each of the Company and Rocket Lab. As a consequence of the merger, the Company will domesticate as a Delaware corporation (the “Domestication” and the Company following the Domestication, “Delaware Vector”) and, in connection therewith, (a) the Class A ordinary shares, par value $0.0001 per share, of Vector (the “Class A Shares”) and the Class B ordinary shares, par value $0.0001 per share, of Vector (the “Class B Shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of common stock, par value $0.0001 per share, of Vector Delaware (the “Delaware Vector Common Stock”); (b) Vector’s warrants to purchase Class A Shares issued and outstanding immediately prior to the Domestication will convert into an equal number of warrants to purchase Delaware Vector Common Stock (the “Delaware Vector Warrants”) and (c) Vector’s units that have not been separated into Class A Shares and warrants issued and outstanding immediately prior to the Domestication will convert into an equal number of units of Delaware Vector (the “Delaware Vector Units”). Immediately following the Domestication, Merger Sub will merge with and into Delaware Vector, with Delaware Vector surviving the merger as a wholly owned subsidiary of Rocket Lab (the “First Merger”), and in connection therewith, (a) the shares of Delaware Vector Common Stock (other than any treasury shares, shares held by Delaware Vector or any dissenting shares) issued and outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) will convert into an equal number of shares of Rocket Lab Common Stock; (b) the Delaware Vector Warrants that are outstanding and unexercised immediately prior to the First Effective Time will convert into an equal number of warrants to purchase Rocket Lab Common Stock (the “Assumed Warrants”) and (c) the Delaware Vector Units that are outstanding immediately prior to the First Effective Time will convert into an equal number of units of Rocket Lab (the “Assumed Units”); and immediately following the First Effective Time, Rocket Lab will merge with and into Delaware Vector, with Delaware Vector surviving the merger (Delaware Vector as the surviving corporation, “Pubco” and such merger, the “Second Merger” and, together with the First Merger, the “Mergers”). If the closing price of Pubco Common Stock is equal to or greater than $20.00 for a period of at least 20 days out of 30 consecutive trading days during the period commencing on the 90th day following the Closing and ending on the 180th day following the Closing, the Rocket Lab stockholders will be entitled to receive additional shares of Pubco Common Stock equal to 8% of the Aggregate Share Consideration. The Domestication, the Mergers and the other transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination”. The Business Combination is expected to close in the second quarter of 2021, subject to the satisfaction of certain customary closing conditions. Concurrently with the execution of the Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Vector agreed to issue and sell to such PIPE Investors, immediately prior to Closing, an aggregate of 46,700,000 shares of Pubco Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $467,000,000 (the “PIPE Financing”). The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Vector will grant the investors in the PIPE Financing certain customary registration rights. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes ASC Topic 740, Income Taxes The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net 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 ordinary share is computed by dividing net loss by the weighted average number of Class A ordinary shares outstanding for the period. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 16,266,667 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per ordinary share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 4,846 Net Earnings $ 4,846 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 31,553,191 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (352,617 ) Redeemable Net Earnings $ (4,846 ) Non-Redeemable $ (357,463 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable (1) 7,732,484 Loss/Basic and Diluted Non-Redeemable $ (0.05 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Table) | 5 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted net income (loss) per ordinary share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 4,846 Net Earnings $ 4,846 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 31,553,191 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (352,617 ) Redeemable Net Earnings $ (4,846 ) Non-Redeemable $ (357,463 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable (1) 7,732,484 Loss/Basic and Diluted Non-Redeemable $ (0.05 ) |
Fair Value Measurements (Table)
Fair Value Measurements (Table) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of financial Asset measured at fair value on recurring basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Investments held in Trust Account — U.S. Treasury Securities Money Market Fund 1 $ 320,004,846 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 5 Months Ended | |
Oct. 20, 2020 | Sep. 29, 2020 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Issuance of units (in Shares) | 11.50 | ||
Per share price (in Dollars per share) | $ 11.50 | ||
Generating gross proceeds | $ 20,400,000 | ||
Transaction costs | $ 18,252,382 | ||
Underwriting fees | 6,400,000 | ||
Deferred underwriting fees | 11,200,000 | ||
Other offering costs | $ 652,382 | ||
Maturity Term | 185 days | ||
Fair market value in the trust account, percentage | 80.00% | ||
Percentage of outstanding voting securities | 50.00% | ||
Net tangible assets | $ 5,000,001 | ||
Aggregate of public shares, percentage | 15.00% | ||
Redemption of public shares, percentage | 100.00% | ||
Dissolution expense | $ 100,000 | ||
Description of public shares | 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 (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) 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 Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. | ||
Business Combination [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Per share price (in Dollars per share) | $ 10 | ||
Redemption of public shares, percentage | 100.00% | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Issuance of units (in Shares) | 30,000,000 | 30,000,000 | |
Per share price (in Dollars per share) | $ 10 | $ 10 | |
Generating gross proceeds | $ 300,000,000 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Issuance of units (in Shares) | 266,667 | 5,333,333 | |
Per share price (in Dollars per share) | $ 1.50 | $ 1.50 | |
Generating gross proceeds | $ 8,000,000 | ||
Sale of warrants, shares (in Shares) | 5,333,333 | ||
Warrants per share price (in Dollars per share) | $ 1.50 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Issuance of units (in Shares) | 2,000,000 | ||
Per share price (in Dollars per share) | $ 10 | ||
Net proceeds of initial public offering and certain of private placement | $ 320,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance concentration of credit risk value | $ | $ 250,000 |
Class A ordinary shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Warrants to purchase | shares | 16,266,667 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Summary Of Basic And Diluted Net Income (Loss) Per Ordinary Share (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Net Loss | $ (352,617) |
Interest Income | 4,846 |
Operating Income (Loss) | (357,463) |
Redeemable Class A Ordinary Shares [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Interest Income | 4,846 |
Operating Income (Loss) | $ 4,846 |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 31,553,191 |
Basic and diluted net income per share | $ / shares | $ 0 |
Non-Redeemable Class B Ordinary Shares [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Net Loss | $ (352,617) |
Operating Income (Loss) | $ (357,463) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 7,732,484 |
Basic and diluted net income per share | $ / shares | $ (0.05) |
Class B Redeemable Ordinary Shares [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Operating Income (Loss) | $ (4,846) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 5 Months Ended | |
Oct. 20, 2020 | Sep. 29, 2020 | Dec. 31, 2020 | |
Initial Public Offering (Details) [Line Items] | |||
Sale of units (in Shares) | 11.50 | ||
Sale of stock price per unit | $ 11.50 | ||
Public warrant description | Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). | ||
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of units (in Shares) | 30,000,000 | 30,000,000 | |
Sale of stock price per unit | $ 10 | $ 10 | |
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of units (in Shares) | 2,000,000 | ||
Sale of stock price per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 5 Months Ended |
Oct. 20, 2020 | Dec. 31, 2020 | |
Private Placement (Details) [Line Items] | ||
Aggregate purchase price, shares (in Shares) | 11.50 | |
Purchase price | $ 11.50 | |
Aggregate purchase price, amount (in Dollars) | $ 8,400,000 | |
Public warrant description | Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase price, shares (in Shares) | 266,667 | 5,333,333 |
Purchase price | $ 1.50 | $ 1.50 |
Aggregate purchase price, amount (in Dollars) | $ 400,000 | $ 8,000,000 |
Public warrant description | Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 5 Months Ended | ||
Oct. 20, 2020 | Sep. 24, 2020 | Jul. 30, 2020 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 11.50 | |||
Aggregate shares | 1,125,000 | |||
Conversation of founder shares percentage | 20.00% | |||
Forfeited founder shares | 625,000 | |||
Outstanding amount of founder Shares | 8,000,000 | |||
Office space administrative (in Dollars) | $ 10,000 | |||
Accrued Expenses [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Aggregate principal amount (in Dollars) | $ 32,000 | |||
Unsecured Promissory Note [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Aggregate principal amount (in Dollars) | $ 300,000 | |||
Outstanding amount of promissory note (in Dollars) | $ 300,000 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Amount of sponsor paid (in Dollars) | $ 25,000 | |||
Aggregate shares | 500,000 | |||
Business combination, description | (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | |||
Class B ordinary shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 8,625,000 | |||
Private Placement Warrant [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Business combination, description | The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Commitments and Contingencies (Details) [Line Items] | |
Underwriting discount, per unit | $ / shares | $ 0.35 |
Underwriters aggregate amount | $ | $ 11,200,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 5 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholders' Equity (Details) [Line Items] | |
Preference shares, shares authorized | shares | 1,000,000 |
Preference stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Warrants expiry | 5 years |
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 a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Private Placement [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Redemption warrants price (in Dollars per share) | $ / shares | $ 1.50 |
Class A ordinary shares [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Ordinary shares, shares authorized | shares | 450,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock shares, issued | shares | 1,518,000 |
Common stock shares, outstanding | shares | 1,518,000 |
Common stock shares subject to possible redemption | shares | 30,482,000 |
Redemption warrants price (in Dollars per share) | $ / shares | $ 10 |
Exceeds per share (in Dollars per share) | $ / shares | $ 18 |
Warrants for redemption description | ● 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 based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Class A ordinary shares [Member] | Private Placement [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Redemption warrants price (in Dollars per share) | $ / shares | $ 18 |
Class B ordinary shares [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Ordinary shares, shares authorized | shares | 50,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock shares, issued | shares | 8,000,000 |
Common stock shares, outstanding | shares | 8,000,000 |
Percentage of Class B ordinary shares | 20.00% |
Private Placement [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Class of warrant or right, redemption price (in Dollars per share) | $ / shares | $ 0.01 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2020USD ($) |
Fair Value Disclosures [Line Items] | |
Assets held in the Trust Account | $ 320,004,846 |
Money Market Funds [Member] | |
Fair Value Disclosures [Line Items] | |
Assets held in the Trust Account | $ 320,004,846 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Financial Asset Measured At Fair Value On Recurring Basis (Detail) | Dec. 31, 2020USD ($) |
Level 1 [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member] | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |
Trust account | $ 320,004,846 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 01, 2021 | Dec. 31, 2020 |
Subsequent Events (Details) [Line Items] | ||
Stock Issued During Period, Value, New Issues | $ 25,000 | |
Common Class A [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Share Price | 18 | |
Common Class B [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Stock Issued During Period, Shares, New Issues | 8,625,000 | |
Stock Issued During Period, Value, New Issues | $ 863 | |
Subsequent Event [Member] | Minimum [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common Stock, Transfers, Threshold Trading Days | 20 days | |
Subsequent Event [Member] | Maximum [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common Stock, Transfers, Threshold Consecutive Trading Days | 30 days | |
Subsequent Event [Member] | Common Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Share Price | $ 20 | |
Subsequent Event [Member] | Pubco Common Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Percenatge of aggregate Share Consideration | 8.00% | |
Subsequent Event [Member] | Pubco Common Stock [Member] | PIPE Investors [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 46,700,000 | |
Shares Issued, Price Per Share | $ 10 | |
Stock Issued During Period, Value, New Issues | $ 467,000,000 | |
Subsequent Event [Member] | Delaware Corporation [Member] | Delaware Vector Common Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Subsequent Event [Member] | Common Class A [Member] | Delaware Corporation [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common Stock, Par or Stated Value Per Share | 0.0001 | |
Subsequent Event [Member] | Common Class B [Member] | Delaware Corporation [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |