Cover Page
Cover Page - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Jun. 24, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Amendment Flag | true | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 | |
Document Period End Date | Dec. 31, 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | AEA-Bridges Impact Corp. | |
Entity Central Index Key | 0001820191 | |
Document Transition Report | false | |
Document Annual Report | true | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Incorporation, State or Country Code | E9 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, State or Province | KY | |
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | IMPX | |
Security Exchange Name | NYSE | |
Entity Public Float | $ 378,750,000 | |
ICFR Auditor Attestation Flag | false | |
Amendment Description | AEA-Bridges Impact Corp. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Amendment, to amend our Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 31, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020. We are also restating the financial statement as of October 5, 2020 in the accompanying financial statements included in this Annual Report (collectively, the “Original Financial Statements”). | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | IMPX.U | |
Security Exchange Name | NYSE | |
Redeemable warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | IMPX.WS | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,000,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,000,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,661,085 |
Prepaid Expense | 578,413 |
Total Current Assets | 2,239,498 |
Cash and marketable securities held in Trust Account | 400,085,104 |
TOTAL ASSETS | 402,324,602 |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
Current liabilities—accrued expenses | 118,353 |
Warrant liabilities | 46,970,000 |
Deferred underwriting fee payable | 13,125,000 |
Total Liabilities | 60,213,353 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 33,711,124 shares at $10.00 per share | 337,111,240 |
Shareholders' Equity | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | 0 |
Additional paid-in capital | 25,059,489 |
Accumulated deficit | (20,061,109) |
Total Shareholders' Equity | 5,000,009 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 402,324,602 |
Common Class A [Member] | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
Class A ordinary shares subject to possible redemption, 33,711,124 shares at $10.00 per share | 337,111,240 |
Shareholders' Equity | |
Common stock value | 629 |
Total Shareholders' Equity | 629 |
Common Class B [Member] | |
Shareholders' Equity | |
Common stock value | 1,000 |
Total Shareholders' Equity | $ 1,000 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common Class A [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 500,000,000 |
Common stock shares issued | 6,288,876 |
Common stock shares outstanding | 6,288,876 |
Temporary equity shares outstanding | 33,711,124 |
Common Class B [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 50,000,000 |
Common stock shares issued | 10,000,000 |
Common stock shares outstanding | 10,000,000 |
Class A Ordinary Shares Subject To Possible Redemption [Member] | |
Temporary equity shares outstanding | 33,711,124 |
Temporary equity redemption price per share | $ / shares | $ 10 |
Statement Of Operations
Statement Of Operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operating costs | $ 236,839 |
Loss from operations | (236,839) |
Other income (expenses): | |
Change in fair value of warrant liability | (18,910,000) |
Transactions costs allocable to warrants | (999,374) |
Interest earned on marketable securities held in Trust Account | 85,104 |
Other expense, net | (19,824,270) |
Net Loss | $ (20,061,109) |
Class A Ordinary Shares Subject To Possible Redemption [Member] | |
Other income (expenses): | |
Weighted average shares outstanding | shares | 40,000,000 |
Common Class A [Member] | |
Other income (expenses): | |
Net Loss | $ 0 |
Basic and diluted net income loss per ordinary shares | $ / shares | $ 0 |
Common Class B [Member] | |
Other income (expenses): | |
Net Loss | $ 0 |
Weighted average shares outstanding | shares | 10,000,000 |
Basic and diluted net income loss per ordinary shares | $ / shares | $ (2.01) |
Statement of Changes In Shareho
Statement of Changes In Shareholders' Equity - 5 months ended Dec. 31, 2020 - USD ($) | Total | Additional Paid In Capital | Accumulated Deficit | Common Class B [Member] | Common Class A [Member] |
Balance at July 29, 2020 at Jul. 28, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at July 29, 2020 at Jul. 28, 2020 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 23,850 | 0 | $ 1,150 | |
Issuance of Class B ordinary shares to Sponsor (in shares) | 11,500,000 | ||||
Sale of 40,000,000 Class A Ordinary Shares, net of underwriting discounts, offering costs | $ 361,307,358 | 361,303,358 | 0 | $ 0 | $ 4,000 |
Sale of 40,000,000 Class A Ordinary Shares, net of underwriting discounts, offering costs (in shares) | 40,000,000 | 0 | 40,000,000 | ||
Proceeds received in excess of fair value of Private Placement Warrants | $ 840,000 | 840,000 | 0 | $ 0 | $ 0 |
Forfeiture of Founder Shares | 0 | 150 | 0 | $ 150 | $ 0 |
Forfeiture of Founder Shares (in shares) | 1,500,000 | 0 | |||
Class A ordinary shares subject to possible redemption | (337,111,240) | (337,107,869) | 0 | $ 0 | $ (3,371) |
Class A ordinary shares subject to possible redemption (in shares) | 0 | (33,711,124) | |||
Net loss | (20,061,109) | 0 | (20,061,109) | $ 0 | $ 0 |
Balance at December 31, 2020 at Dec. 31, 2020 | $ 5,000,009 | $ 25,059,489 | $ (20,061,109) | $ 1,000 | $ 629 |
Balance (in shares) at December 31, 2020 at Dec. 31, 2020 | 10,000,000 | 6,288,876 |
Statement of Changes In Share_2
Statement of Changes In Shareholders' Equity (Parenthetical) | 5 Months Ended |
Dec. 31, 2020shares | |
Stock shares issued during the period shares new issues | 40,000,000 |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (20,061,109) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 |
Interest earned on marketable securities held in Trust Account | (85,104) |
Change in fair value of warrant liability | 18,910,000 |
Transactions costs allocable to warrants | 999,374 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (578,413) |
Accrued expenses | 118,353 |
Net cash used in operating activities | (691,899) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (400,000,000) |
Net cash used in investing activities | (400,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 392,725,000 |
Proceeds from sale of Private Placement Warrants | 10,500,000 |
Proceeds from promissory note – related party | 5 |
Repayment of promissory note – related party | (171,395) |
Payments of offering costs | (700,626) |
Net cash provided by financing activities | 402,352,984 |
Net Change in Cash | 1,661,085 |
Cash – Beginning | 0 |
Cash – Ending | 1,661,085 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 356,167,970 |
Change in value of Class A ordinary shares subject to possible redemption | (19,056,730) |
Deferred underwriting fee payable | 13,125,000 |
Common Class B [Member] | |
Cash Flows from Operating Activities: | |
Net loss | 0 |
Non-Cash Investing and Financing Activities: | |
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 20,000 |
Payment of offering costs through promissory note – related party | 171,390 |
Class A Ordinary Shares Subject To Possible Redemption [Member] | |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 356,167,970 |
Change in value of Class A ordinary shares subject to possible redemption | $ (19,056,730) |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Dec. 31, 2020 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AEA-Bridges 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 29, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 5, 2020 the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $400,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 10,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to AEA-Bridges , which is described in Note 5. Transaction costs amounted to $21,292,016, consisting of $7,275,000 of underwriting fees (net of expenses reimbursed by the underwriter of $225,000), $13,125,000 of deferred underwriting fees and $892,016 of other offering costs. Following the closing of the Initial Public Offering on October 5, 2020, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share Note 7 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 Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until October 5, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 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 ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported marketable securities held in trust, operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of October 5, 2020 Warrant Liability $ — $ 28,060,000 $ 28,060,000 Total Liabilities 13,125,000 28,060,000 41,185,000 Class A Ordinary Shares Subject to Possible Redemption 384,227,970 (28,060,000 ) 356,167,970 Class A Ordinary Shares 158 280 438 Additional Paid-in 5,003,706 999,094 6,002,800 Accumulated Deficit (5,005 ) (999,374 ) (1,004,379 ) Balance sheet as of December 31, 2020 Warrant Liability $ — $ 46,970,000 $ 46,970,000 Total Liabilities 13,243,353 46,970,000 60,213,353 Ordinary Shares Subject to Possible Redemption 384,081,240 (46,970,000 ) 337,111,240 Class A Ordinary Shares 159 470 629 Additional Paid-in 5,150,585 19,908,904 25,059,489 Accumulated Deficit (151,735 ) (19,909,374 ) (20,061,109 ) Statement of Operations for the Period from July 29, 2020 (inception) to December 31, 2020 Change in fair value of warrant liabilities $ — $ (18,910,000 ) $ (18,910,000 ) Transaction costs allocable to warrants — (999,374 ) (999,374 ) Net loss (151,735 ) (19,909,374 ) (20,061,109 ) Statement of Cash Flows for the Period from July 29, 2020 (inception) to December 31, 2020 Net loss $ (151,735 ) $ (19,909,374 ) $ (20,061,109 ) Change in fair value of warrant liabilities — 18,910,000 18,910,000 Transaction costs allocable to warrants — 999,374 999,374 Initial classification of Class A ordinary shares subject to redemption 384,227,970 (28,060,000 ) 356,167,970 Change in value of Class A ordinary shares subject to redemption (146,730 ) (18,910,000 ) (19,056,730 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies Basis of Presentation | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies Basis of Presentation | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, the Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially invested in U.S. Treasury Securities. Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to , of which $20,292,642 were charged to shareholders’ equity upon the completion of the Initial Public Offering on October 5, 2020 and $999,374 was expensed to the statement of operations. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 re-measurement Income Taxes ASC Topic 740, “Income Taxes,” 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 is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 30,500,000 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from July 29, 2020 (inception) Through December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 85,104 Redeemable Net Earnings $ 85,104 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 40,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (20,061,109 ) Redeemable Net Earnings (85,104 ) Non-Redeemable $ (20,146,213 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable 10,000,000 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (2.01 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. As of December 31, 2020, the carrying values of cash, prepaid expenses and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and Private Warrants as of each relevant date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 4 — INITIAL PUBLIC OFFERING On October 5, 2020, pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half (see Note 9). |
Private Placement
Private Placement | 5 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Private Placement | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $10,500,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). |
Related Party Transactions Foun
Related Party Transactions Founder Shares | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Founder Shares | NOTE 6 — RELATED PARTY TRANSACTIONS FOUNDER SHARES Founder Shares On July 29, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On August 4, 2020, the Company effected a share dividend resulting in 14,375,000 Class B ordinary shares being issued and outstanding. On September 14, 2020, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in the Sponsor holding 11,500,000 Class B ordinary shares. The Founder Shares included an aggregate of up to 1,500,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted On November 16, 2020, The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on October 5, 2020, to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from July 29, 2020 (inception) through December 31, 2020, the Company incurred $30,000 in fees for these services, of which $30,000 are included in accrued expenses in the accompanying balance sheet as of December 31, 2020. Promissory Note — Related Party On July 31, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 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 R
Commitments and Contingencies Risks and Uncertainties | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Risks and Uncertainties | NOTE 7 — COMMITMENTS AND CONTINGENCIES RISKS AND UNCERTAINTIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholders Rights Pursuant to a registration rights agreement entered into on October 5, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities well be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $13,125,000 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. An affiliate of the Sponsor has purchased 2,500,000 Public Units at the Public Offering Price. The underwriters did not receive any underwriting discounts or commissions on Units purchased by the Sponsor or its affiliate. |
Shareholders' Equity
Shareholders' Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [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 at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrant Liabilities
Warrant Liabilities | 5 Months Ended |
Dec. 31, 2020 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | NOTE 9 — WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sales price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 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 a price equal to a number of Class A ordinary shares to be determined, based on the redemption date and the fair market value of the Company’s Class A ordinary shares; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding Public Warrants; and • if, and only if, there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10 — 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 Held-to-maturity Held-to-maturity At December 31, 2020, assets held in the Trust Account were comprised of $83 in cash and $400,085,021 in U.S. Treasury securities. During the period 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. held-to-maturity Level Amortized Cost Gross Holding Gain Fair Value Assets: Held-to-Maturity Investments—U.S. Treasury Securities (Mature on 1 $ 400,085,021 $ 5,549 $ 400,090,570 Liabilities: Warrant Liability – Public Warrants 1 — — 30,800,000 Warrant Liability – Private Placement 2 — — 16,170,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Warrants were valued as of October 5, 2020 using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value for the Warrants as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The following table presents the quantitative information regarding Level 3 fair value measurements: At October 5, 2020 Unit price $ 9.95 Term to initial business combination (in years) 1.0 Volatility 16.5 % Risk-free rate 0.44 % Dividend yield 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of July 29, 2020 $ — $ — $ — Initial measurement on October 5, 2020 9,660,000 18,400,000 28,060,000 Transfer to Level 1 — (30,800,000 ) (30,800,000 ) Transfer to Level 2 (16,170,000 ) — (16,170,000 ) Change in fair value 6,510,000 12,400,000 18,910,000 Fair value as of December 31, 2020 $ — $ — $ — 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. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period ended December 31, 2020 was $30,800,000. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the period ended December 31, 2020 was $16,170,000. |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 — 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 those discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Basis of Presentation (Policies) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Class A ordinary shares subject to possible redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, the |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable securities held in trust account | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially invested in U.S. Treasury Securities. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statement of operations. Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. Offering costs amounted to , of which $20,292,642 were charged to shareholders’ equity upon the completion of the Initial Public Offering on October 5, 2020 and $999,374 was expensed to the statement of operations. |
Warrant Liability | Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 re-measurement |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” 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 Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 30,500,000 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from July 29, 2020 (inception) Through December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 85,104 Redeemable Net Earnings $ 85,104 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 40,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (20,061,109 ) Redeemable Net Earnings (85,104 ) Non-Redeemable $ (20,146,213 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable 10,000,000 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (2.01 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. As of December 31, 2020, the carrying values of cash, prepaid expenses and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value for the Public Warrants and Private Warrants as of each relevant date. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported marketable securities held in trust, operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of October 5, 2020 Warrant Liability $ — $ 28,060,000 $ 28,060,000 Total Liabilities 13,125,000 28,060,000 41,185,000 Class A Ordinary Shares Subject to Possible Redemption 384,227,970 (28,060,000 ) 356,167,970 Class A Ordinary Shares 158 280 438 Additional Paid-in 5,003,706 999,094 6,002,800 Accumulated Deficit (5,005 ) (999,374 ) (1,004,379 ) Balance sheet as of December 31, 2020 Warrant Liability $ — $ 46,970,000 $ 46,970,000 Total Liabilities 13,243,353 46,970,000 60,213,353 Ordinary Shares Subject to Possible Redemption 384,081,240 (46,970,000 ) 337,111,240 Class A Ordinary Shares 159 470 629 Additional Paid-in 5,150,585 19,908,904 25,059,489 Accumulated Deficit (151,735 ) (19,909,374 ) (20,061,109 ) Statement of Operations for the Period from July 29, 2020 (inception) to December 31, 2020 Change in fair value of warrant liabilities $ — $ (18,910,000 ) $ (18,910,000 ) Transaction costs allocable to warrants — (999,374 ) (999,374 ) Net loss (151,735 ) (19,909,374 ) (20,061,109 ) Statement of Cash Flows for the Period from July 29, 2020 (inception) to December 31, 2020 Net loss $ (151,735 ) $ (19,909,374 ) $ (20,061,109 ) Change in fair value of warrant liabilities — 18,910,000 18,910,000 Transaction costs allocable to warrants — 999,374 999,374 Initial classification of Class A ordinary shares subject to redemption 384,227,970 (28,060,000 ) 356,167,970 Change in value of Class A ordinary shares subject to redemption (146,730 ) (18,910,000 ) (19,056,730 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Basis of Presentation (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period from July 29, 2020 (inception) Through December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 85,104 Redeemable Net Earnings $ 85,104 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 40,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (20,061,109 ) Redeemable Net Earnings (85,104 ) Non-Redeemable $ (20,146,213 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable 10,000,000 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (2.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Held To Maturity Securities | The gross holding gains and fair value of held-to-maturity Level Amortized Cost Gross Holding Gain Fair Value Assets: Held-to-Maturity Investments—U.S. Treasury Securities (Mature on 1 $ 400,085,021 $ 5,549 $ 400,090,570 Liabilities: Warrant Liability – Public Warrants 1 — — 30,800,000 Warrant Liability – Private Placement 2 — — 16,170,000 |
Fair Value Measurement Inputs and Valuation Techniques | The following table presents the quantitative information regarding Level 3 fair value measurements: At October 5, 2020 Unit price $ 9.95 Term to initial business combination (in years) 1.0 Volatility 16.5 % Risk-free rate 0.44 % Dividend yield 0.0 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of July 29, 2020 $ — $ — $ — Initial measurement on October 5, 2020 9,660,000 18,400,000 28,060,000 Transfer to Level 1 — (30,800,000 ) (30,800,000 ) Transfer to Level 2 (16,170,000 ) — (16,170,000 ) Change in fair value 6,510,000 12,400,000 18,910,000 Fair value as of December 31, 2020 $ — $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations- Additional Information (Detail) - USD ($) | Oct. 05, 2020 | Dec. 31, 2020 |
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||
Stock shares issued during the period shares new issues | 40,000,000 | |
Proceeds from warrant issue | $ 10,500,000 | |
Payments towards restricted investments | $ 400,000,000 | $ 400,000,000 |
Sale of stock issue price per share | $ 10 | |
Term of restricted investments | 185 days | |
Number of days prior to the business combination when the amount in the trust account is ascertained | 2 days | |
Minimum net worth needed | $ 5,000,001 | |
Percentage of the public shares that can be transferred without any restriction | 15.00% | |
Percentage of public shares to be redeemed in case of non occurrence of business combination | 100.00% | |
Due date for the business combination to be consummated | Oct. 5, 2022 | |
Number of days after the cut off date for business combination within which public shares shall be redeemed | 10 days | |
Estimated expenses payable on liquidation | $ 100,000 | |
Maximum [Member] | ||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||
Percentage of the fair value of assets in trust account of the acquire excluding taxes and deferred underwriting commission | 80.00% | |
Per share amount to be maintained in the trust account | $ 10 | |
Minimum [Member] | ||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||
Equity method investment percentage | 50.00% | |
Redemption price per share of public shares | 10 | |
Per share amount to be maintained in the trust account | $ 10 | |
Common Class A [Member] | ||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||
Stock shares issued during the period shares new issues | 40,000,000 | |
Common Class A [Member] | IPO [Member] | ||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||
Stock shares issued during the period shares new issues | 40,000,000 | |
Proceeds from initial public offer gross | $ 400,000,000 | |
Adjustment to additional paid in capital stock issuance costs | 21,292,016 | $ 20,292,642 |
Underwriting fees net | 7,275,000 | |
Underwriter fees reimbursed | 225,000 | |
Deferred underwriting fees non current | 13,125,000 | $ 13,125,000 |
Other offering costs | $ 892,016 | |
Sale of stock issue price per share | $ 10 | |
Private Placement Warrants [Member] | Private Placement [Member] | AEA Bridges Impact Sposor LLC [Member] | ||
Organisation Consolidation And Presentation Of Financial Statements [Line Items] | ||
Class of warrants or rights number of warrants issued during the period | 10,500,000 | |
Class of warrants or rights issue price | $ 1 | |
Proceeds from warrant issue | $ 10,500,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Schedule of Error Corrections and Prior Period Adjustments (Detail) - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Oct. 05, 2020 | |
Statement of Financial Position [Abstract] | ||
Warrant Liability | $ 46,970,000 | $ 28,060,000 |
Total Liabilities | 60,213,353 | 41,185,000 |
Class A Ordinary Shares Subject to Possible Redemption | 337,111,240 | |
Additional Paid-in Capital | 25,059,489 | 6,002,800 |
Accumulated Deficit | (20,061,109) | (1,004,379) |
Income Statement [Abstract] | ||
Change in fair value of warrant liability | (18,910,000) | |
Transactions costs allocable to warrants | (999,374) | |
Net loss | (20,061,109) | |
Statement of Cash Flows [Abstract] | ||
Net loss | (20,061,109) | |
Change in fair value of warrant liability | 18,910,000 | |
Transactions costs allocable to warrants | 999,374 | |
Initial classification of Class A ordinary shares subject to possible redemption | 356,167,970 | |
Change in value of Class A ordinary shares subject to possible redemption | (19,056,730) | |
Common Class A [Member] | ||
Statement of Financial Position [Abstract] | ||
Class A Ordinary Shares Subject to Possible Redemption | 337,111,240 | 356,167,970 |
Class A Ordinary Shares | 629 | 438 |
Income Statement [Abstract] | ||
Net loss | 0 | |
Statement of Cash Flows [Abstract] | ||
Net loss | 0 | |
As Previously Reported | ||
Statement of Financial Position [Abstract] | ||
Warrant Liability | 0 | 0 |
Total Liabilities | 13,243,353 | 13,125,000 |
Additional Paid-in Capital | 5,150,585 | 5,003,706 |
Accumulated Deficit | (151,735) | (5,005) |
Income Statement [Abstract] | ||
Change in fair value of warrant liability | 0 | |
Transactions costs allocable to warrants | 0 | |
Net loss | (151,735) | |
Statement of Cash Flows [Abstract] | ||
Net loss | (151,735) | |
Change in fair value of warrant liability | 0 | |
Transactions costs allocable to warrants | 0 | |
Initial classification of Class A ordinary shares subject to possible redemption | 384,227,970 | |
Change in value of Class A ordinary shares subject to possible redemption | (146,730) | |
As Previously Reported | Common Class A [Member] | ||
Statement of Financial Position [Abstract] | ||
Class A Ordinary Shares Subject to Possible Redemption | 384,081,240 | 384,227,970 |
Class A Ordinary Shares | 159 | 158 |
Adjustments | ||
Statement of Financial Position [Abstract] | ||
Warrant Liability | 46,970,000 | 28,060,000 |
Total Liabilities | 46,970,000 | 28,060,000 |
Additional Paid-in Capital | 19,908,904 | 999,094 |
Accumulated Deficit | (19,909,374) | (999,374) |
Income Statement [Abstract] | ||
Change in fair value of warrant liability | (18,910,000) | |
Transactions costs allocable to warrants | (999,374) | |
Net loss | (19,909,374) | |
Statement of Cash Flows [Abstract] | ||
Net loss | (19,909,374) | |
Change in fair value of warrant liability | 18,910,000 | |
Transactions costs allocable to warrants | 999,374 | |
Initial classification of Class A ordinary shares subject to possible redemption | (28,060,000) | |
Change in value of Class A ordinary shares subject to possible redemption | (18,910,000) | |
Adjustments | Common Class A [Member] | ||
Statement of Financial Position [Abstract] | ||
Class A Ordinary Shares Subject to Possible Redemption | (46,970,000) | (28,060,000) |
Class A Ordinary Shares | $ 470 | $ 280 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | Dec. 31, 2020 |
Minimum [Member] | |
Accounting Changes And Error Corrections [Line Items] | |
Percentage of common stock votes in favor of tender offer | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Basis of Presentation - Schedule Of Earnings Per Share Basic And Diluted (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net loss | $ (20,061,109) |
Redeemable Net Earnings | (85,104) |
Class A Ordinary Shares Subject To Possible Redemption [Member] | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | 85,104 |
Redeemable Net Earnings | $ 85,104 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted | shares | 40,000,000 |
Earnings per share basic and diluted attributable to redeemable non controlling interest | $ / shares | $ 0 |
Common Class B [Member] | |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted | shares | 10,000,000 |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net loss | $ 0 |
Non-Redeemable Net Loss | $ (20,146,213) |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | |
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | shares | 10,000,000 |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ (2.01) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Basis of Presentation - Additional Information (Detail) - USD ($) | Oct. 05, 2020 | Dec. 31, 2020 | Jul. 28, 2020 |
Accounting Policies [Line Items] | |||
Cash and cash equivalents, at carrying value | $ 1,661,085 | $ 0 | |
Unrecognized tax benefits | 0 | ||
Accrued interest and penalties on unrecognized tax benefits | 0 | ||
Income tax expense benefit | 0 | ||
Cash insured with federal deposit insurance corporation | 250,000 | ||
Offering costs expensed | $ 999,374 | ||
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Temporary equity shares outstanding | 33,711,124 | ||
Common Class A [Member] | Warrant [Member] | |||
Accounting Policies [Line Items] | |||
Exercisable to purchase aggregate shares | 30,500,000 | ||
Class A Ordinary Shares Subject To Possible Redemption [Member] | |||
Accounting Policies [Line Items] | |||
Temporary equity shares outstanding | 33,711,124 | ||
IPO [Member] | Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Adjustment to additional paid in capital stock issuance costs | $ 21,292,016 | $ 20,292,642 | |
Offering costs incurred | $ 21,292,016 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Oct. 05, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Stock shares issued during the period shares new issues | 40,000,000 | |
Sale of stock issue price per share | $ 10 | |
Class of warrants or rights exercise price | $ 11.50 | |
Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock shares issued during the period shares new issues | 40,000,000 | |
IPO [Member] | Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock shares issued during the period shares new issues | 40,000,000 | |
Sale of stock issue price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Oct. 05, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from warrant issue | $ 10,500,000 | |
Class of warrants or rights exercise price | $ 11.50 | |
AEA Bridges Impact Sposor LLC [Member] | Private Placement [Member] | Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of warrants or rights number of warrants issued during the period | 10,500,000 | |
Class of warrants or rights issue price | $ 1 | |
Proceeds from warrant issue | $ 10,500,000 | |
Class of warrants or rights exercise price | $ 11.50 |
Related Party Transactions Fo_2
Related Party Transactions Founder Shares - Additional Information (Detail) - USD ($) | Nov. 16, 2020 | Oct. 05, 2020 | Sep. 14, 2020 | Jul. 29, 2020 | Dec. 31, 2020 | Aug. 04, 2020 | Jul. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Payments of stock issuance costs | $ 700,626 | ||||||
Administrative Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Administrative monthly fees | $ 10,000 | ||||||
Administrative Services Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party current for administrative expenses | 30,000 | ||||||
Administrative Services Agreement [Member] | General and Administrative Expense [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction expenses | 30,000 | ||||||
Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | ||||||
Repayments of debt | $ 171,395 | ||||||
Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Long-term debt, gross | 0 | ||||||
Convertible debt | $ 1,500,000 | ||||||
Warrant issue price | $ 1 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares, issued | 10,000,000 | ||||||
Common stock shares outstanding | 10,000,000 | ||||||
Share based compensation by share based payment arrangement shares forefieted | 1,500,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payments of stock issuance costs | $ 25,000 | ||||||
Stock repurchased and retired during period, shares | 2,875,000 | ||||||
Stock issued during period subject to forfeiture | 1,500,000 | ||||||
Percent of stock convertible | 20.00% | ||||||
Stock price threshold limit | $ 12 | ||||||
Founder Shares [Member] | Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from issuance of common stock | $ 11,500,000 | ||||||
Common stock, shares, issued | 14,375,000 | ||||||
Common stock shares outstanding | 11,500,000 | 10,000,000 | 14,375,000 | ||||
Share based compensation by share based payment arrangement shares forefieted | 1,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies Risks and Uncertainties - Additional Information (Detail) - USD ($) | 5 Months Ended | |
Dec. 31, 2020 | Oct. 05, 2020 | |
Loss Contingencies [Line Items] | ||
Underwriting fee, per unit cash paid | $ 0.35 | |
IPO [Member] | Common Class A [Member] | ||
Loss Contingencies [Line Items] | ||
Deferred underwriting fees non current | $ 13,125,000 | $ 13,125,000 |
Private Placement [Member] | ||
Loss Contingencies [Line Items] | ||
Stock related warrants issued during the period shares | 2,500,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stockholders Equity Note [Line Items] | |
Preferred stock par or stated value per share | $ / shares | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Common Class A [Member] | |
Stockholders Equity Note [Line Items] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 500,000,000 |
Common Stock, Shares, Issued | 6,288,876 |
Common stock shares outstanding | 6,288,876 |
Common stock description of voting rights | one vote |
Ordinary shares subject to possible redemption shares | 33,711,124 |
Common Class B [Member] | |
Stockholders Equity Note [Line Items] | |
Common stock par or stated value per share | $ / shares | $ 0.0001 |
Common stock shares authorized | 50,000,000 |
Common Stock, Shares, Issued | 10,000,000 |
Common stock shares outstanding | 10,000,000 |
Common stock description of voting rights | one vote |
Minimum common stock shares to be maintained | 20.00% |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | 5 Months Ended |
Dec. 31, 2020$ / shares | |
Class of Warrant or Right [Line Items] | |
Percentage of proceeds from share issuances | 60.00% |
Private Placement Warrants [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants exercise price adjustment percentage | 180.00% |
Private Placement Warrants [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants exercise price adjustment percentage | 115.00% |
Share Trigger Price One [Member] | Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Minimum share price required for redemption of Warrants | $ 0.01 |
Minimum notice period for warrants redemption | 30 days |
Share Trigger Price One [Member] | Private Placement Warrants [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants redeemable, threshold trading days | 30 days |
Share Trigger Price Two [Member] | Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Minimum notice period for warrants redemption | 30 days |
Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Business acquisition share price | $ 9.20 |
Common Class A [Member] | Share Trigger Price One [Member] | Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants, redemption price per share | 18 |
Common Class A [Member] | Share Trigger Price Two [Member] | Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants, redemption price per share | $ 10 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Detail) | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Restricted cash non current | $ 83 |
Held to maturity securities at amortised cost | 400,085,021 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Held to maturity securities at amortised cost | 400,085,021 |
Warrant [Member] | Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value with unobservable inputs reconciliation liability transfers out of level three | 30,800,000 |
Warrant [Member] | Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value with unobservable inputs reconciliation liability transfers out of level three | $ 16,170,000 |
Fair Value Measurements - Held
Fair Value Measurements - Held To Maturity Securities (Detail) | Dec. 31, 2020USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | $ 400,085,021 |
Fair Value, Inputs, Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | 400,085,021 |
Gross Holding Gain | 5,549 |
Fair Value | 400,090,570 |
Fair Value, Inputs, Level 1 | Fair Value, Recurring [Member] | Public Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 30,800,000 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 16,170,000 |
Fair Value Measurements - Hel_2
Fair Value Measurements - Held To Maturity Securities (Parenthetical) (Detail) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Held to maturity debt instruments maturity date | Apr. 8, 2021 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Detail) - Public Warrants And Private Placement Warrants [Member] - Fair Value, Inputs, Level 3 [Member] | Oct. 05, 2020$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Unit price | $ 9.95 |
Term to initial business combination (in years) | 1 day |
Volatility | 16.50% |
Risk-free rate | 0.44% |
Dividend yield | 0.00% |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) - Warrant [Member] | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on October 5, 2020 | $ 28,060,000 |
Transfer to Level 1 | (30,800,000) |
Transfer to Level 2 | (16,170,000) |
Change in fair value | 18,910,000 |
Fair value as of December 31, 2020 | 0 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on October 5, 2020 | 9,660,000 |
Transfer to Level 1 | 0 |
Transfer to Level 2 | (16,170,000) |
Change in fair value | 6,510,000 |
Fair value as of December 31, 2020 | 0 |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement on October 5, 2020 | 18,400,000 |
Transfer to Level 1 | (30,800,000) |
Transfer to Level 2 | 0 |
Change in fair value | 12,400,000 |
Fair value as of December 31, 2020 | $ 0 |