Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 28, 2021 | Jun. 30, 2020 | |
Entity Listings [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Tiga Acquisition Corp., unless the context otherwise indicates. This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of Tiga Acquisition Corp., as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on June 22, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “Initial Public Offering”) on November 27, 2020. Historically, a portion of the Public Shares were classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated memorandum and articles of association (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company. On December 22, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of November 27, 2020 (the "Post IPO Balance Sheet"), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on June 22, 2021 (“2020 Form 10-K/A No. 1”), (ii) audited financial statements as of December 31, 2020 and for the period from July 27, 2020 (inception) through December 31, 2020 (the “FY 2020 Financial Statements”) included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements as of and for the quarterly period ended March 31, 2021 (the “Q1 2021 Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 22, 2021; and (v) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 (the “Q2 2021 Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods. The Post IPO Balance Sheet and the FY 2020 Financial Statements are being restated in this Amendment No. 2, and the Q1 2021 Financial Statements and Q2 2021 Financial Statements will be restated in an amendment to the Company's Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”). The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the initial public offering (the “Trust Account”). | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Tiga Acquisition Corp. | ||
Entity Central Index Key | 0001820144 | ||
Entity Address, Country | SG | ||
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 | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
ICFR Auditor Attestation Flag | false | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 27,600,000 | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,900,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,144,776 |
Prepaid expenses | 262,499 |
Total Current Assets | 1,407,275 |
Cash and marketable securities held in Trust Account | 278,774,646 |
TOTAL ASSETS | 280,181,921 |
Current liabilities | |
Accrued expenses | 37,067 |
Accrued offering costs | 26,780 |
Total Current Liabilities | 63,847 |
Deferred underwriting fee payable | 9,660,000 |
Total Liabilities | 55,713,791 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 27,600,000 shares at $10.10 per share | 278,760,000 |
Stockholders' Deficit | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 |
Accumulated deficit | (54,292,560) |
Total Shareholders' Deficit | (54,291,870) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 280,181,921 |
Class A Ordinary Shares [Member] | |
Stockholders' Deficit | |
Ordinary shares | 0 |
Class B Ordinary Shares [Member] | |
Stockholders' Deficit | |
Ordinary shares | 690 |
FPA [Member] | |
Current liabilities | |
Derivative liability | 6,757,777 |
Warrant [Member] | |
Current liabilities | |
Derivative liability | $ 39,232,167 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Stockholders' Deficit | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 |
Preference shares, shares issued (in shares) | 0 |
Preference shares, shares outstanding (in shares) | 0 |
Class A Ordinary Shares [Member] | |
LIABILITIES AND SHAREHOLDERS' DEFICIT | |
Ordinary shares, subject to possible redemption (in shares) | 27,600,000 |
Ordinary shares, redemption price per share (in dollars per share) | $ / shares | $ 10.10 |
Stockholders' Deficit | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 200,000,000 |
Ordinary shares, shares issued (in shares) | 0 |
Ordinary shares, shares outstanding (in shares) | 0 |
Class B Ordinary Shares [Member] | |
Stockholders' Deficit | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 20,000,000 |
Ordinary shares, shares issued (in shares) | 6,900,000 |
Ordinary shares, shares outstanding (in shares) | 6,900,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Loss from operations | |
Formation and operating costs | $ 124,923 |
Loss from operations | (124,923) |
Other income (expense): | |
Loss in connection with issuance of Private Placement Warrants | (1,646,600) |
Initial fair value of FPA liability | (3,399,475) |
Transaction costs attributable to Warrants | (928,450) |
Interest earned on marketable securities held in Trust Account | 14,646 |
Other expense, net | (20,726,500) |
Net Loss | $ (20,851,423) |
Class A Ordinary Shares [Member] | |
Other income (expense): | |
Weighted average shares outstanding (in shares) | shares | 21,660,759 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.79) |
Class B Ordinary Shares [Member] | |
Other income (expense): | |
Weighted average shares outstanding (in shares) | shares | 4,870,253 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.79) |
Warrants [Member] | |
Other income (expense): | |
Change in fair value of derivative liability | $ (11,408,319) |
FPA [Member] | |
Other income (expense): | |
Change in fair value of derivative liability | $ (3,358,302) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 5 months ended Dec. 31, 2020 - USD ($) | Common Stock [Member]Class A Ordinary Shares [Member] | Common Stock [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Jul. 26, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Jul. 26, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 690 | 24,310 | 0 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor (in shares) | 6,900,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption | (24,310) | (33,441,137) | (33,465,447) | ||
Net loss | $ 0 | $ 0 | 0 | (20,851,423) | (20,851,423) |
Ending balance at Dec. 31, 2020 | $ 0 | $ 690 | $ 0 | $ (54,292,560) | $ (54,291,870) |
Ending balance (in shares) at Dec. 31, 2020 | 0 | 6,900,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (20,851,423) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Compensation expense in connection with issuance of Private Placement Warrants | 1,646,600 |
Initial classification of FPA | 3,399,475 |
Transaction costs attributable to Warrants | 928,450 |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 |
Interest earned on marketable securities held in Trust Account | (14,646) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (262,499) |
Accrued expenses | 37,067 |
Net cash used in operating activities | (345,355) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (278,760,000) |
Net cash used in investing activities | (278,760,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 270,480,000 |
Proceeds from sale of private placement warrants | 10,280,000 |
Advances from related party advanced prior to IPO | 700,000 |
Repayment of advances from related party advanced prior to IPO | (700,000) |
Proceeds from promissory note - related party | 300,000 |
Repayment of promissory note - related party | (300,000) |
Payments of offering costs | (509,869) |
Net cash provided by financing activities | 280,250,131 |
Net Change in Cash | 1,144,776 |
Cash - Beginning | 0 |
Cash - Ending | 1,144,776 |
Non-cash investing and financing activities: | |
Deferred underwriting fee payable | 9,660,000 |
Offering costs included in accrued offering costs | 26,780 |
Offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | 20,000 |
Warrants [Member] | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative liability | 11,408,319 |
FPA [Member] | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of derivative liability | $ 3,358,302 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Tiga Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 27, 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 27, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Initial Private Placement Warrants”) at a price of $1.00 per Initial Private Placement Warrant in a private placement to Tiga Sponsor LLC (the “Sponsor”), generating gross proceeds of $10,280,000, which is described in Note 5. Transaction costs amounted to $15,736,649, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $556,649 of other offering costs. Following the closing of the Initial Public Offering on November 27, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Initial 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 of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Initial 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 anticipated to be $10.10 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 prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 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 6) 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 business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have up until May 27, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination one time, by an additional 6 months (until November 27, 2022 to complete a Business Combination), subject to the Sponsor purchasing additional Private Placement Warrants, such extended deadline, the “Contractual Redemption Date.” The shareholders will not be entitled to vote or redeem their shares in connection with any such extension. In order for the time available for the Company to consummate a Business Combination to be extended, the Sponsor or its affiliates or permitted designees, upon five days advance notice prior to the applicable deadline, must purchase an additional 2,760,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,760,000 in proceeds into the Trust Account on or prior to the date of the applicable deadline, for the 6 month extension (see Note 10). 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its 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 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the 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. 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 (1) $10.30 per Public Share or (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 $10.30 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. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 27, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination one time, for an additional six months. If the extension is exercised, the Company will have until November 27, 2022 to complete a Business Combination. In connection with the extension, the Sponsor must purchase an additional 2,760,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,760,000 in proceeds therefrom must be deposited into the trust account. If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022 (see Note 10). |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on June 22, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its Charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on November 27, 2020 (the “Post-IPO Balance Sheet”) and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on June 22, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q/A for the quarterly period ended September 30, 2021 to be filed with the SEC. Refer to Note 3 and Note 8, which have been updated to reflect the restatement contained in this Annual Report. The following table reflects the impact of the restatement on the Company’s financial statements: As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustments As Restated Balance sheet, as of November 27, 2020 Class A ordinary shares subject to possible redemption $ 234,339,451 $ 44,420,549 $ 278,760,000 Class A ordinary shares $ 440 $ (440 ) $ — Additional paid-in capital $ 10,978,972 $ (10,978,972 ) $ — Accumulated deficit $ (5,980,096 ) $ (33,441,137 ) $ (39,421,233 ) Total shareholders’ equity (deficit) $ 5,000,006 $ (44,420,549 ) $ (39,420,543 ) Number of Class A ordinary shares subject to redemption 23,201,926 4,398,074 27,600,000 Balance sheet, as of December 31, 2020 Class A ordinary shares subject to possible redemption $ 219,468,122 $ 59,291,878 $ 278,760,000 Class A ordinary shares $ 587 $ (587 ) $ — Additional paid-in capital $ 25,850,154 $ (25,850,154 ) $ — Accumulated deficit $ (20,851,423 ) $ (33,441,137 ) $ (54,292,560 ) Total shareholders’ equity (deficit) $ 5,000,008 $ (59,291,878 ) $ (54,291,870 ) Number of Class A ordinary shares subject to redemption 21,728,375 5,871,625 27,600,000 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustments As Restated Statement of operations, period from July 27, 2020 (inception) to December 31, 2020 Weighted average shares outstanding of Class A ordinary shares 27,600,000 (5,939,241 ) 21,660,759 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.79 ) $ (0.79 ) Weighted average shares outstanding of Class B ordinary shares 6,199,367 (1,329,114 ) 4,870,253 Basic and diluted net loss per share, Class B ordinary shares $ (3.37 ) $ 2.58 $ (0.79 ) Statement of cash flows, period from July 27, 2020 (inception) to December 31, 2020 Non-Cash Investing and Financing Activities: Initial classification of ordinary shares subject to possible redemption $ 234,339,451 $ (234,339,451 ) $ — Change in value of ordinary shares subject to possible redemption $ (14,871,329 ) $ 14,871,329 $ — |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 income 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Warrants and FPA liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Warrant and Forward Purchase Agreement Liabilities The Company accounts for the Warrants and FPA in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As of the Initial Public Offering and December 31, 2020, the fair value of the Public Warrants (as defined below) is estimated using a Monte Carlo simulation and the fair value of the Private Placement Warrants (as defined below) is estimated using a Black-Sholes-Merton model while the committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets in the Trust Account were held in U.S. Treasury securities. 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 (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares, 27,600,000, subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: December 31, 2020 Gross proceeds $ 276,000,000 Private Placement Proceeds 2,760,000 Less: Proceeds allocated to Public Warrants $ (15,897,248 ) Class A ordinary shares issuance costs $ (14,808,199 ) Plus: Accretion of carrying value to redemption value $ 30,705,447 Class A ordinary shares subject to possible redemption $ 278,760,000 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 24,080,000 Class A ordinary shares in the aggregate. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Period from July 27, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (17,023,763 ) $ (3,827,660 ) Denominator: Basic and diluted weighted average shares outstanding 21,660,759 4,870,253 Basic and diluted net loss per share $ (0.79 ) $ (0.79 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s ordinary shareholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,00 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,280,000 Initial Private Placement Warrants at a price of $1.00 per Initial Private Placement Warrant, for an aggregate purchase price of $10,280,000. Each Initial 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 8). A portion of the proceeds from the Initial Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In July 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). On November 23, 2020 the Sponsor transferred 20,000 Founder Shares to each of the three independent directors for approximately the same per-share price initially paid by the Sponsor. On November 23, 2020, the Company effected a 1,150,000 share dividend, resulting in 6,900,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares included an aggregate of up to 900,000 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 basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000 Founder Shares were no longer subject to forfeiture. 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, 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. Administrative Support Agreement Commencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for overhead expenses and related services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from July 27, 2020 (inception) to December 31, 2020, the Company incurred and paid $10,000 of such fees. Advances from Related Party On September 2, 2020, the Sponsor advanced the Company $700,000 to be used for working capital purposes. Such advances were non-interest bearing and due on demand. The outstanding balance of $700,000 was repaid at the closing of the Initial Public Offering on November 27, 2020. Promissory Note — Related Party On July 27, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) January 31, 2021 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid at the closing of the Initial Public Offering on November 27, 2020. 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 $2,000,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 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 | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) and forward purchase shares and forward purchase warrants (and underlying Class A ordinary shares) 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 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. Forward Purchase Agreement The Company entered into a FPA with the Sponsor which provides for the purchase by the Sponsor or its permitted transferee (the “forward purchaser”) of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants (the “forward purchase warrants”) to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per Class A ordinary share, in a private placement to close prior to or concurrently with the closing of a Business Combination (the “Committed FPA”). Pursuant to the forward purchase agreement, the forward purchaser was also granted an option to subscribe, in the forward purchaser’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an additional purchase price of $50,000,000, or $10.00 per Class A ordinary share, in one or multiple private placements to close prior to or concurrently with the closing of a Business Combination (the “Optional FPA”). The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase warrants will have the same terms as the Public Warrants. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital. This purchase will be required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
SHAREHOLDERS' EQUITY [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8 — 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 on the first business day following the consummation of a Business Combination 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 basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public Offering, plus (ii) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the completion of a Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor or any of their respective affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than 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. 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 covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. 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 thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business 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. In addition, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its 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; and • if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days prior to the date on which the Company sends the notice of redemption to the warrant holders. 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 • if, and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public 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 we send 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. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. 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, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 — 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. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2020, assets held in the Trust Account were comprised of $1,103 in cash and $278,773,543 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding loss and fair value of held-to-maturity securities at December 31, 2020 is also presented: As of December 31, 2020 Level Amortized Cost Gross Holding Loss Fair Value Asset: Held-to-Maturity U.S. Treasury Securities (Mature on 2/25/2021) 1 $ 278,773,543 $ (1,423 ) $ 278,772,120 Liabilities: Warrant liability: public warrants 3 $ 22,364,221 Warrant liability: initial private placement warrants 3 16,867,946 FPA liability committed 3 2,947,167 FPA liability optional 3 3,810,610 Total liabilities $ 45,989,944 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. For the period from July 27, 2020 (inception) through December 31, 2020, there were no changes between levels. The Warrants and FPA are accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities and FPA are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statement of operations. Initial Measurement The Company established the initial fair value for the Warrants and FPA on November 27, 2020, the date of the Company’s Initial Public Offering. The Public Warrants are valued using a Monte Carlo simulation model and the Private Placement Warrants are valued using a Black-Scholes-Merton model while the committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. The estimated fair values of the Private Placement Warrants and the Public Warrants, prior to being separately listed and traded, and the FPA units are determined using unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy. The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: As of November 27, 2020 As of 31 December, 2020 Public Warrants Implied stock price $ 9.59 $ 9.77 Pre-initial business combination volatility 10.0 % 10.0 % Implied post-initial business combination volatility 20.0 % 25.0 % Expected life of the options to convert 6 years 5.95 years Risk free rate 0.49 % 0.50 % Dividend yield 0 % 0 % Private Placement Warrants Implied stock price $ 9.59 $ 9.77 Volatility 18.33 % 22.59 % Expected life of the options to convert 6 years 5.95 years Risk free rate 0.49 % 0.50 % Dividend yield 0 % 0 % Forward Purchase Agreement-committed Implied stock price $ 9.59 $ 9.77 Time to maturity 1 year 0.95 year Risk Free rate 0.11 % 0.10 % Forward Purchase Agreement-optional Implied stock price $ 9.59 $ 9.77 Volatility 10 % 10 % Time to maturity 1 year 0.95 year Risk Free rate 0.11 % 0.10 % The implied stock price is calculated iteratively by subtracting public warrant value from observed unit price until convergence. Volatility assumptions are based on volatilities from comparable publicly traded SPAC’s and implied volatilities from comparable publicly traded warrants. Time to maturity for the warrants is assumed to be equivalent to their remaining contractual term while for the FPA is the expected time to exercise. The risk-free rate is based on US Treasury rates commensurate with the remaining time to expiration of the liability. The Company anticipates the dividend to remain at zero. The following table presents the changes in the fair value of the Warrants and FPA liabilities: Private Placement Public Total Warrant Liability Fair value as of July 27, 2020 (inception) $ — $ — $ — Initial measurement on November 27, 2020 11,926,600 15,897,248 27,823,848 Change in fair value 4,941,346 6,466,973 11,408,319 Fair value as of December 31, 2020 $ 16,867,946 $ 22,364,221 $ 39,232,167 Committed FPA Optional FPA Total FPA Liability Fair value as of July 27, 2020 (inception) $ — $ — $ — Initial measurement on November 27, 2020 904,970 2,494,505 3,399,475 Change in fair value 2,042,197 1,316,105 3,358,302 Fair value as of December 31, 2020 $ 2,947,167 $ 3,810,610 $ 6,757,777 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, 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 May 18, 2021 and November 17, 2021, respectively, the Company announced the approval and extension of the time period to consummate a Business Combination and the approval of the issuance and sale of certain Private Placement Warrants in connection therewith. On May 20, 2021 and November 22, 2021, respectively, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021 and November 23, 2021, respectively, the Company issued and sold to the Sponsor 2,760,000 Private Placement Warrants (the “Extension Private Placement Warrants” and together with the Initial Private Placement Warrants, the “Private Placement Warrants”). With these extensions, the Company will have until May 27, 2022 to consummate a Business Combination. The total amount of outstanding Private Placement Warrants is 15,800,000 and the total deposits into the Trust Account have been $284,280,000 ($10.30 per public share). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
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 income 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the Warrants and FPA liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Warrant and Forward Purchase Agreement Liabilities | Warrant and Forward Purchase Agreement Liabilities The Company accounts for the Warrants and FPA in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As of the Initial Public Offering and December 31, 2020, the fair value of the Public Warrants (as defined below) is estimated using a Monte Carlo simulation and the fair value of the Private Placement Warrants (as defined below) is estimated using a Black-Sholes-Merton model while the committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets in the Trust Account were held in U.S. Treasury securities. |
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 (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares, 27,600,000, subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: December 31, 2020 Gross proceeds $ 276,000,000 Private Placement Proceeds 2,760,000 Less: Proceeds allocated to Public Warrants $ (15,897,248 ) Class A ordinary shares issuance costs $ (14,808,199 ) Plus: Accretion of carrying value to redemption value $ 30,705,447 Class A ordinary shares subject to possible redemption $ 278,760,000 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net 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 income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 24,080,000 Class A ordinary shares in the aggregate. As of December 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Period from July 27, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (17,023,763 ) $ (3,827,660 ) Denominator: Basic and diluted weighted average shares outstanding 21,660,759 4,870,253 Basic and diluted net loss per share $ (0.79 ) $ (0.79 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s ordinary shareholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the 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 (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. 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. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
Restatement of Previously Issued Financial Statements | The following table reflects the impact of the restatement on the Company’s financial statements: As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustments As Restated Balance sheet, as of November 27, 2020 Class A ordinary shares subject to possible redemption $ 234,339,451 $ 44,420,549 $ 278,760,000 Class A ordinary shares $ 440 $ (440 ) $ — Additional paid-in capital $ 10,978,972 $ (10,978,972 ) $ — Accumulated deficit $ (5,980,096 ) $ (33,441,137 ) $ (39,421,233 ) Total shareholders’ equity (deficit) $ 5,000,006 $ (44,420,549 ) $ (39,420,543 ) Number of Class A ordinary shares subject to redemption 23,201,926 4,398,074 27,600,000 Balance sheet, as of December 31, 2020 Class A ordinary shares subject to possible redemption $ 219,468,122 $ 59,291,878 $ 278,760,000 Class A ordinary shares $ 587 $ (587 ) $ — Additional paid-in capital $ 25,850,154 $ (25,850,154 ) $ — Accumulated deficit $ (20,851,423 ) $ (33,441,137 ) $ (54,292,560 ) Total shareholders’ equity (deficit) $ 5,000,008 $ (59,291,878 ) $ (54,291,870 ) Number of Class A ordinary shares subject to redemption 21,728,375 5,871,625 27,600,000 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustments As Restated Statement of operations, period from July 27, 2020 (inception) to December 31, 2020 Weighted average shares outstanding of Class A ordinary shares 27,600,000 (5,939,241 ) 21,660,759 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.79 ) $ (0.79 ) Weighted average shares outstanding of Class B ordinary shares 6,199,367 (1,329,114 ) 4,870,253 Basic and diluted net loss per share, Class B ordinary shares $ (3.37 ) $ 2.58 $ (0.79 ) Statement of cash flows, period from July 27, 2020 (inception) to December 31, 2020 Non-Cash Investing and Financing Activities: Initial classification of ordinary shares subject to possible redemption $ 234,339,451 $ (234,339,451 ) $ — Change in value of ordinary shares subject to possible redemption $ (14,871,329 ) $ 14,871,329 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Reconciled Class A Ordinary Shares Subject to Possible Redemption | At December 31, 2020, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: December 31, 2020 Gross proceeds $ 276,000,000 Private Placement Proceeds 2,760,000 Less: Proceeds allocated to Public Warrants $ (15,897,248 ) Class A ordinary shares issuance costs $ (14,808,199 ) Plus: Accretion of carrying value to redemption value $ 30,705,447 Class A ordinary shares subject to possible redemption $ 278,760,000 |
Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Period from July 27, 2020 (Inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (17,023,763 ) $ (3,827,660 ) Denominator: Basic and diluted weighted average shares outstanding 21,660,759 4,870,253 Basic and diluted net loss per share $ (0.79 ) $ (0.79 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Gross Holding Loss and Fair Value of Held-to-Maturity Securities | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding loss and fair value of held-to-maturity securities at December 31, 2020 is also presented: As of December 31, 2020 Level Amortized Cost Gross Holding Loss Fair Value Asset: Held-to-Maturity U.S. Treasury Securities (Mature on 2/25/2021) 1 $ 278,773,543 $ (1,423 ) $ 278,772,120 Liabilities: Warrant liability: public warrants 3 $ 22,364,221 Warrant liability: initial private placement warrants 3 16,867,946 FPA liability committed 3 2,947,167 FPA liability optional 3 3,810,610 Total liabilities $ 45,989,944 |
Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: As of November 27, 2020 As of 31 December, 2020 Public Warrants Implied stock price $ 9.59 $ 9.77 Pre-initial business combination volatility 10.0 % 10.0 % Implied post-initial business combination volatility 20.0 % 25.0 % Expected life of the options to convert 6 years 5.95 years Risk free rate 0.49 % 0.50 % Dividend yield 0 % 0 % Private Placement Warrants Implied stock price $ 9.59 $ 9.77 Volatility 18.33 % 22.59 % Expected life of the options to convert 6 years 5.95 years Risk free rate 0.49 % 0.50 % Dividend yield 0 % 0 % Forward Purchase Agreement-committed Implied stock price $ 9.59 $ 9.77 Time to maturity 1 year 0.95 year Risk Free rate 0.11 % 0.10 % Forward Purchase Agreement-optional Implied stock price $ 9.59 $ 9.77 Volatility 10 % 10 % Time to maturity 1 year 0.95 year Risk Free rate 0.11 % 0.10 % |
Changes in Fair Value of Warrants and FPA Liabilities | The following table presents the changes in the fair value of the Warrants and FPA liabilities: Private Placement Public Total Warrant Liability Fair value as of July 27, 2020 (inception) $ — $ — $ — Initial measurement on November 27, 2020 11,926,600 15,897,248 27,823,848 Change in fair value 4,941,346 6,466,973 11,408,319 Fair value as of December 31, 2020 $ 16,867,946 $ 22,364,221 $ 39,232,167 Committed FPA Optional FPA Total FPA Liability Fair value as of July 27, 2020 (inception) $ — $ — $ — Initial measurement on November 27, 2020 904,970 2,494,505 3,399,475 Change in fair value 2,042,197 1,316,105 3,358,302 Fair value as of December 31, 2020 $ 2,947,167 $ 3,810,610 $ 6,757,777 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Nov. 27, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Extension$ / sharesshares |
Proceeds from Issuance of Equity [Abstract] | ||
Gross proceeds from initial public offering | $ 270,480,000 | |
Gross proceeds from issuance of warrants | 10,280,000 | |
Transaction costs | $ 15,736,649 | |
Underwriting fees | 5,520,000 | |
Deferred underwriting fees | 9,660,000 | 9,660,000 |
Other costs | 556,649 | |
Net proceeds deposited into trust account | $ 278,760,000 | $ 278,760,000 |
Sponsor [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Number of Extensions to Period of Time to Complete Business Combination | Extension | 1 | |
Period of Extension to Period to Complete Business Combination | 6 months | |
Maximum [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ / shares | $ 10.30 | |
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000 | |
Private Placement Warrant [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Share price (in dollars per share) | $ / shares | $ 1 | |
Warrants issued (in shares) | shares | 10,280,000 | |
Gross proceeds from issuance of warrants | $ 10,280,000 | |
Private Placement Warrant [Member] | Sponsor [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Share price (in dollars per share) | $ / shares | $ 1 | |
Number of days for advance notice to purchase additional warrants | 5 days | |
Warrants to be issued if Business Combination not consummated (in shares) | shares | 2,760,000 | |
Proceeds to be received from warrants if Business Combination not consummated | $ 2,760,000 | |
Initial Public Offering [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Gross proceeds from initial public offering | $ 276,000,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | shares | 27,600,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | |
Gross proceeds from initial public offering | $ 276,000,000 | |
Redemption price (in dollars per share) | $ / shares | $ 10.30 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | shares | 3,600,000 | |
Share price (in dollars per share) | $ / shares | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Nov. 27, 2020 | Jul. 26, 2020 |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
BALANCE SHEET [Abstract] | |||
Class A ordinary shares subject to possible redemption | 278,760,000 | $ 278,760,000 | |
Additional paid-in capital | 0 | 0 | |
Accumulated deficit | (54,292,560) | (39,421,233) | |
Total shareholders' equity (deficit) | (54,291,870) | (39,420,543) | $ 0 |
Class A Ordinary Shares [Member] | |||
BALANCE SHEET [Abstract] | |||
Ordinary shares | $ 0 | $ 0 | |
Number of Class A ordinary shares subject to redemption (in shares) | 27,600,000 | 27,600,000 | |
As Previously Reported [Member] | |||
BALANCE SHEET [Abstract] | |||
Class A ordinary shares subject to possible redemption | $ 219,468,122 | $ 234,339,451 | |
Additional paid-in capital | 25,850,154 | 10,978,972 | |
Accumulated deficit | (20,851,423) | (5,980,096) | |
Total shareholders' equity (deficit) | 5,000,008 | 5,000,006 | |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | |||
BALANCE SHEET [Abstract] | |||
Ordinary shares | $ 587 | $ 440 | |
Number of Class A ordinary shares subject to redemption (in shares) | 21,728,375 | 23,201,926 | |
Accounting for Shares Subject to Possible Redemption [Member] | Adjustments [Member] | |||
BALANCE SHEET [Abstract] | |||
Class A ordinary shares subject to possible redemption | $ 59,291,878 | $ 44,420,549 | |
Additional paid-in capital | (25,850,154) | (10,978,972) | |
Accumulated deficit | (33,441,137) | (33,441,137) | |
Total shareholders' equity (deficit) | (59,291,878) | (44,420,549) | |
Accounting for Shares Subject to Possible Redemption [Member] | Adjustments [Member] | Class A Ordinary Shares [Member] | |||
BALANCE SHEET [Abstract] | |||
Ordinary shares | $ (587) | $ (440) | |
Number of Class A ordinary shares subject to redemption (in shares) | 5,871,625 | 4,398,074 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details) | 5 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class A Ordinary Shares [Member] | |
STATEMENT OF OPERATIONS [Abstract] | |
Weighted average shares outstanding (in shares) | shares | 21,660,759 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.79) |
Class B Ordinary Shares [Member] | |
STATEMENT OF OPERATIONS [Abstract] | |
Weighted average shares outstanding (in shares) | shares | 4,870,253 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.79) |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | |
STATEMENT OF OPERATIONS [Abstract] | |
Weighted average shares outstanding (in shares) | shares | 27,600,000 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ 0 |
As Previously Reported [Member] | Class B Ordinary Shares [Member] | |
STATEMENT OF OPERATIONS [Abstract] | |
Weighted average shares outstanding (in shares) | shares | 6,199,367 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (3.37) |
Accounting for Shares Subject to Possible Redemption [Member] | Adjustments [Member] | Class A Ordinary Shares [Member] | |
STATEMENT OF OPERATIONS [Abstract] | |
Weighted average shares outstanding (in shares) | shares | (5,939,241) |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.79) |
Accounting for Shares Subject to Possible Redemption [Member] | Adjustments [Member] | Class B Ordinary Shares [Member] | |
STATEMENT OF OPERATIONS [Abstract] | |
Weighted average shares outstanding (in shares) | shares | (1,329,114) |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ 2.58 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Cash Flows (Details) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
STATEMENT OF CASH FLOWS [Abstract] | |
Initial classification of ordinary shares subject to possible redemption | $ 0 |
Change in value of ordinary shares subject to possible redemption | 0 |
As Previously Reported [Member] | |
STATEMENT OF CASH FLOWS [Abstract] | |
Initial classification of ordinary shares subject to possible redemption | 234,339,451 |
Change in value of ordinary shares subject to possible redemption | (14,871,329) |
Accounting for Shares Subject to Possible Redemption [Member] | Adjustments [Member] | |
STATEMENT OF CASH FLOWS [Abstract] | |
Initial classification of ordinary shares subject to possible redemption | (234,339,451) |
Change in value of ordinary shares subject to possible redemption | $ 14,871,329 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) | Dec. 31, 2020USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash equivalents | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | Nov. 27, 2020 | Dec. 31, 2020 |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Gross proceeds | $ 270,480,000 | |
Less: Proceeds allocated to Public Warrants | (10,280,000) | |
Class A ordinary shares issuance costs | (509,869) | |
Class A ordinary shares subject to possible redemption | $ 278,760,000 | $ 278,760,000 |
Class A Ordinary Shares [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Ordinary shares, subject to possible redemption (in shares) | 27,600,000 | 27,600,000 |
Private Placement Warrants [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Less: Proceeds allocated to Public Warrants | $ (10,280,000) | |
Initial Public Offering [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Gross proceeds | $ 276,000,000 | |
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Class A ordinary shares issuance costs | (14,808,199) | |
Plus: Accretion of carrying value to redemption value | 30,705,447 | |
Class A ordinary shares subject to possible redemption | 278,760,000 | |
Initial Public Offering [Member] | Private Placement Warrants [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Private Placement Proceeds | 2,760,000 | |
Initial Public Offering [Member] | Public Warrant [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Less: Proceeds allocated to Public Warrants | $ (15,897,248) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Income Taxes [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | 0 |
Tax provision | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss Per Ordinary Share (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Class A Ordinary Shares [Member] | |
Net Loss Per Ordinary share [Abstract] | |
Antidilutive securities excluded from computation of loss per share (in shares) | 24,080,000 |
Numerator: [Abstract] | |
Allocation of net loss | $ | $ (17,023,763) |
Denominator: [Abstract] | |
Basic and diluted weighted average shares outstanding (in shares) | 21,660,759 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.79) |
Class B Ordinary Shares [Member] | |
Numerator: [Abstract] | |
Allocation of net loss | $ | $ (3,827,660) |
Denominator: [Abstract] | |
Basic and diluted weighted average shares outstanding (in shares) | 4,870,253 |
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (0.79) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Nov. 27, 2020 | Dec. 31, 2020 |
Initial Public Offering [Member] | Public Shares [Member] | ||
Proposed Public Offering [Abstract] | ||
Units issued (in shares) | 27,600,000 | |
Unit price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | Public Warrant [Member] | ||
Proposed Public Offering [Abstract] | ||
Warrants exercise price (in dollars per share) | $ 11.50 | |
Initial Public Offering [Member] | Class A Ordinary Stock [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 1 | |
Number of securities to be called by each warrant (in shares) | 1 | |
Initial Public Offering [Member] | Class A Ordinary Stock [Member] | Public Warrant [Member] | ||
Proposed Public Offering [Abstract] | ||
Number of securities to be called by each unit (in shares) | 0.5 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Proposed Public Offering [Abstract] | ||
Units issued (in shares) | 3,600,000 | |
Unit price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 27, 2020 | Dec. 31, 2020 |
Private Placement Warrants [Abstract] | ||
Gross proceeds to be received from issuance of warrants | $ 10,280,000 | |
Private Placement Warrant [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 10,280,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds to be received from issuance of warrants | $ 10,280,000 | |
Class A Ordinary Shares [Member] | Private Placement Warrant [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities to be called by each warrant (in shares) | 1 | |
Warrants exercise price (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | Nov. 23, 2020shares | Jul. 31, 2020USD ($)shares | Dec. 31, 2020$ / sharesshares |
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Class A Ordinary Stock [Member] | |||
Founder Shares [Abstract] | |||
Ordinary shares, shares outstanding (in shares) | 0 | ||
Class B Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Ordinary shares, shares outstanding (in shares) | 6,900,000 | ||
Founder Shares [Member] | Class B Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Stock dividend issued (in shares) | 1,150,000 | ||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Stock [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Number of trading days | 20 days | ||
Trading day threshold period | 30 days | ||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Stock [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 12 | ||
Threshold period after initial Business Combination | 150 days | ||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Shares issued (in shares) | 5,750,000 | ||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | ||
Ownership interest, as converted percentage | 20.00% | ||
Number of shares no longer subject to forfeiture (in shares) | 900,000 | ||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||
Founder Shares [Abstract] | |||
Number of shares subject to forfeiture (in shares) | 900,000 | ||
Founder Shares [Member] | Director One [Member] | Class B Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Shares issued (in shares) | 20,000 | ||
Founder Shares [Member] | Director Two [Member] | Class B Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Shares issued (in shares) | 20,000 | ||
Founder Shares [Member] | Director Three [Member] | Class B Ordinary Shares [Member] | |||
Founder Shares [Abstract] | |||
Shares issued (in shares) | 20,000 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Support Agreement, Advances from Related Party, Promissory Note and Related Party Loans (Details) - USD ($) | Nov. 27, 2020 | Nov. 23, 2020 | Sep. 02, 2020 | Jul. 27, 2020 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | |||||
Repayment of debt to related party | $ 300,000 | ||||
Sponsor [Member] | Advances [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction | $ 700,000 | ||||
Repayment of debt to related party | $ 700,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction | $ 300,000 | ||||
Repayment of debt to related party | $ 300,000 | ||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction | $ 10,000 | ||||
Related party expense | 10,000 | ||||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |||||
Related Party Transactions [Abstract] | |||||
Related party transaction | 2,000,000 | ||||
Related parties, outstanding amount | $ 0 | ||||
Share price (in dollars per share) | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2020USD ($)$ / shares | Nov. 27, 2020USD ($) | Nov. 23, 2020USD ($)Demand$ / sharesshares |
Underwriting Agreement [Abstract] | |||
Deferred underwriter fee discount (in dollars per share) | $ / shares | $ 0.35 | ||
Deferred underwriting fees | $ | $ 9,660,000 | $ 9,660,000 | |
Public Warrant [Member] | |||
Forward Purchase Agreement [Abstract] | |||
Number of shares provided for purchase (in shares) | shares | 2,500,000 | ||
Maximum [Member] | |||
Registration Rights [Abstract] | |||
Number of demands eligible security holder can make | Demand | 3 | ||
Forward Purchase Agreement [Abstract] | |||
Purchase price (in dollars per share) | $ / shares | $ 10.30 | ||
Forward Purchase Agreement [Member] | |||
Forward Purchase Agreement [Abstract] | |||
Aggregate purchase price | $ | $ 50,000,000 | ||
Forward Purchase Agreement [Member] | Public Warrant [Member] | |||
Forward Purchase Agreement [Abstract] | |||
Number of shares provided for purchase (in shares) | shares | 2,500,000 | ||
Forward Purchase Agreement [Member] | Class A Ordinary Shares [Member] | |||
Forward Purchase Agreement [Abstract] | |||
Number of shares provided for purchase (in shares) | shares | 5,000,000 | ||
Number of securities called by each warrant (in shares) | shares | 1 | ||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | ||
Purchase price (in dollars per share) | $ / shares | $ 10 | ||
Subscription Option [Member] | |||
Forward Purchase Agreement [Abstract] | |||
Aggregate purchase price | $ | $ 50,000,000 | ||
Subscription Option [Member] | Class A Ordinary Shares [Member] | |||
Forward Purchase Agreement [Abstract] | |||
Number of shares provided for purchase (in shares) | shares | 5,000,000 | ||
Number of securities called by each warrant (in shares) | shares | 1 | ||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | ||
Purchase price (in dollars per share) | $ / shares | $ 10 |
SHAREHOLDERS' EQUITY, Preferred
SHAREHOLDERS' EQUITY, Preferred Shares and Ordinary Shares (Details) | 5 Months Ended | |
Dec. 31, 2020VoteperShare$ / sharesshares | Nov. 27, 2020shares | |
Stockholders' Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Stock conversion percentage threshold | 20.00% | |
Stock conversion basis at time of business combination | 1 | |
Class A Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 200,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Voting right per share | VoteperShare | 1 | |
Ordinary shares, shares issued (in shares) | 27,600,000 | |
Ordinary shares, shares outstanding (in shares) | 27,600,000 | 27,600,000 |
Ordinary shares, shares issued (in shares) | 0 | |
Ordinary shares, shares outstanding (in shares) | 0 | |
Class B Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 20,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Voting right per share | VoteperShare | 1 | |
Ordinary shares, shares issued (in shares) | 6,900,000 | |
Ordinary shares, shares outstanding (in shares) | 6,900,000 |
SHAREHOLDERS' EQUITY, Warrants
SHAREHOLDERS' EQUITY, Warrants (Details) | 5 Months Ended |
Dec. 31, 2020$ / shares | |
Warrants [Abstract] | |
Period warrants to become excisable after business combination | 30 days |
Period to exercise warrants after public offerings | 12 months |
Warrants expiration period | 5 years |
Number of days to file registration statement | 20 days |
Period for registration statement to become effective | 60 days |
Class A Ordinary Shares [Member] | Additional Issue of Common Stock or Equity [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
Number of trading days | 20 days |
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price | 115.00% |
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price | 180.00% |
Class A Ordinary Shares [Member] | Additional Issue of Common Stock or Equity [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price | 100.00% |
Class A Ordinary Shares [Member] | Additional Issue of Common Stock or Equity [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60.00% |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 20 days |
Number of trading days | 30 days |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 20 days |
Number of trading days | 30 days |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Private Placement Warrant [Member] | |
Warrants [Abstract] | |
Trading day threshold period | 20 days |
Number of trading days | 30 days |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Private Placement Warrant [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities on Recurring Basis (Details) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash [Member] | |
Debt Securities, Held-to-maturity [Abstract] | |
Assets held in trust | $ 1,103 |
US Treasury Securities [Member] | |
Debt Securities, Held-to-maturity [Abstract] | |
Assets held in trust | 278,773,543 |
Recurring [Member] | |
Liabilities [Abstract] | |
Liabilities | 45,989,944 |
Recurring [Member] | Level 1 [Member] | US Treasury Securities [Member] | |
Asset [Abstract] | |
Amortized Cost | 278,773,543 |
Gross Holding Loss | (1,423) |
Fair Value | $ 278,772,120 |
Maturity, Date | Feb. 25, 2021 |
Recurring [Member] | Level 3 [Member] | Public Warrant [Member] | |
Liabilities [Abstract] | |
Liabilities | $ 22,364,221 |
Recurring [Member] | Level 3 [Member] | Private Placement Warrant [Member] | |
Liabilities [Abstract] | |
Liabilities | 16,867,946 |
Recurring [Member] | Level 3 [Member] | FPA Liability - Committed [Member] | |
Liabilities [Abstract] | |
Liabilities | 2,947,167 |
Recurring [Member] | Level 3 [Member] | FPA Liability - Optional [Member] | |
Liabilities [Abstract] | |
Liabilities | $ 3,810,610 |
FAIR VALUE MEASUREMENTS, Level
FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurements Inputs (Details) | Dec. 31, 2020USD ($) | Nov. 27, 2020USD ($) |
Valuation Technique and Input, Description [Abstract] | ||
Expected life of the options to convert | 5 years | |
Public Warrant [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Expected life of the options to convert | 5 years 11 months 12 days | 6 years |
Public Warrant [Member] | Implied Stock Price [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 9.77 | 9.59 |
Public Warrant [Member] | Pre-initial Business Combination Volatility [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.100 | 0.100 |
Public Warrant [Member] | Implied Post-initial Business Combination Volatility [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.250 | 0.200 |
Public Warrant [Member] | Risk Free Rate [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.0050 | 0.0049 |
Public Warrant [Member] | Dividend Yield [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0 | 0 |
Private Placement Warrant [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Expected life of the options to convert | 5 years 11 months 12 days | 6 years |
Private Placement Warrant [Member] | Implied Stock Price [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 9.77 | 9.59 |
Private Placement Warrant [Member] | Volatility [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.2259 | 0.1833 |
Private Placement Warrant [Member] | Risk Free Rate [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.0050 | 0.0049 |
Private Placement Warrant [Member] | Dividend Yield [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0 | 0 |
FPA Liability - Committed [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Expected life of the options to convert | 11 months 12 days | 1 year |
FPA Liability - Committed [Member] | Implied Stock Price [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 9.77 | 9.59 |
FPA Liability - Committed [Member] | Risk Free Rate [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.0010 | 0.0011 |
FPA Liability - Optional [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Expected life of the options to convert | 11 months 12 days | 1 year |
FPA Liability - Optional [Member] | Implied Stock Price [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 9.77 | 9.59 |
FPA Liability - Optional [Member] | Volatility [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.100 | 0.100 |
FPA Liability - Optional [Member] | Risk Free Rate [Member] | ||
Valuation Technique and Input, Description [Abstract] | ||
Measurement input | 0.0010 | 0.0011 |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrants and FPA Liabilities (Details) | 1 Months Ended |
Dec. 31, 2020USD ($) | |
Warrant [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | $ 0 |
Initial measurement on November 27, 2020 | 27,823,848 |
Change in fair value | 11,408,319 |
Fair value, end of period | 39,232,167 |
Private Placement Warrant [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement on November 27, 2020 | 11,926,600 |
Change in fair value | 4,941,346 |
Fair value, end of period | 16,867,946 |
Public Warrant [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement on November 27, 2020 | 15,897,248 |
Change in fair value | 6,466,973 |
Fair value, end of period | 22,364,221 |
FPA Liability [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement on November 27, 2020 | 3,399,475 |
Change in fair value | 3,358,302 |
Fair value, end of period | 6,757,777 |
FPA Liability - Committed [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement on November 27, 2020 | 904,970 |
Change in fair value | 2,042,197 |
Fair value, end of period | 2,947,167 |
FPA Liability - Optional [Member] | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | 0 |
Initial measurement on November 27, 2020 | 2,494,505 |
Change in fair value | 1,316,105 |
Fair value, end of period | $ 3,810,610 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 23, 2021 | Nov. 22, 2021 | May 25, 2021 | May 20, 2021 | Nov. 27, 2020 | Dec. 31, 2020 |
Extension Placement Warrants [Abstract] | ||||||
Proceeds from sale of private placement warrants | $ 10,280,000 | |||||
Total deposits in Trust Account | $ 278,774,646 | |||||
Private Placement Warrants [Member] | ||||||
Extension Placement Warrants [Abstract] | ||||||
Proceeds from sale of private placement warrants | $ 10,280,000 | |||||
Warrants issued (in shares) | 10,280,000 | |||||
Share price (in dollars per share) | $ 1 | |||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||
Extension Placement Warrants [Abstract] | ||||||
Share price (in dollars per share) | $ 1 | |||||
Forecast [Member] | ||||||
Extension Placement Warrants [Abstract] | ||||||
Total deposits in Trust Account | $ 284,280,000 | |||||
Share price (in dollars per share) | $ 10.30 | |||||
Forecast [Member] | Private Placement Warrants [Member] | ||||||
Extension Placement Warrants [Abstract] | ||||||
Proceeds from sale of private placement warrants | $ 2,760,000 | $ 2,760,000 | ||||
Number of warrants outstanding (in shares) | 15,800,000 | |||||
Forecast [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||
Extension Placement Warrants [Abstract] | ||||||
Warrants issued (in shares) | 2,760,000 | 2,760,000 |