Document And Entity Information
Document And Entity Information | 5 Months Ended |
Dec. 31, 2020 | |
Document Information Line Items | |
Entity Registrant Name | ArcLight Clean Transition Corp. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Central Index Key | 0001820630 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 873,882 |
Prepaid expenses | 404,203 |
Total current assets | 1,278,085 |
Investments held in Trust Account | 277,548,542 |
Total Assets | 278,826,627 |
Current liabilities: | |
Accounts payable | 2,569 |
Accrued expenses | 1,205,393 |
Total current liabilities | 1,207,962 |
Deferred underwriting commissions | 9,712,500 |
Derivative warrant liabilities | 49,310,000 |
Total liabilities | 60,230,462 |
Commitments and Contingencies | |
Class A ordinary shares; 21,359,616 shares subject to possible redemption at $10.00 per share | 213,596,160 |
Shareholders’ Equity: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 6,390,384 shares issued and outstanding (excluding 21,359,616 shares subject to possible redemption) | 639 |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,937,500 shares issued and outstanding | 694 |
Additional paid-in capital | 38,706,614 |
Accumulated deficit | (33,707,942) |
Total shareholders’ equity | 5,000,005 |
Total Liabilities and Shareholders’ Equity | $ 278,826,627 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Subject to possible redemption | 21,359,616 |
Subject to possible redemption, per share (in Dollars per share) | $ / shares | $ 10 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Ordinary shares | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 6,390,384 |
Common stock, shares outstanding | 6,390,384 |
Class B Ordinary shares | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 50,000,000 |
Common stock, shares issued | 6,937,500 |
Common stock, shares outstanding | 6,937,500 |
Statement of Operations
Statement of Operations | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
General and administrative expenses | $ 1,332,873 |
Loss from operations | (1,332,873) |
Other (expense) income | |
Change in fair value of derivative warranty liabilities | (31,750,900) |
Financing costs – warrant liabilities | (672,711) |
Interest income | 48,542 |
Total other (expense) income | (32,375,069) |
Net loss | $ (33,707,942) |
Weighted average shares outstanding of Redeemable Class A common stock subject to redemption, basic and diluted (in Shares) | shares | 25,913,041 |
Basic and diluted net income per share, common stock subject to redemption (in Dollars per share) | $ / shares | |
Weighted average shares outstanding of Non-Redeemable Class A and Class B common stock, basic and diluted (in Shares) | shares | 8,643,813 |
Basic and diluted net loss per share, common stock (in Dollars per share) | $ / shares | $ (3.90) |
Statement of Changes in Shareho
Statement of Changes in Shareholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($) | Ordinary Shares Class A | Ordinary Shares Class B | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jul. 28, 2020 | |||||
Balance (in Shares) at Jul. 28, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 694 | 24,306 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 6,937,500 | ||||
Sale of units in initial public offering, gross | $ 2,775 | 266,137,725 | 266,140,500 | ||
Sale of units in initial public offering, gross (in Shares) | 27,750,000 | ||||
Offering costs | (15,211,793) | (15,211,793) | |||
Sale of private placement warrants to Sponsor in private placement | 1,350,400 | 1,350,400 | |||
Shares subject to possible redemption | $ (2,136) | (213,594,024) | (213,596,160) | ||
Shares subject to possible redemption (in Shares) | (21,359,616) | ||||
Net loss | (33,707,942) | (33,707,942) | |||
Balance at Dec. 31, 2020 | $ 639 | $ 694 | $ 38,706,614 | $ (33,707,942) | $ 5,000,005 |
Balance (in Shares) at Dec. 31, 2020 | 6,390,384 | 6,937,500 |
Statement of Cash Flows
Statement of Cash Flows | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (33,707,942) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 |
General and administrative expenses paid by related party | 30,387 |
Change in fair value of derivative warrant liabilities | 31,750,900 |
Financing costs – warrant liabilities | 672,711 |
Interest income | (48,542) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (404,203) |
Accounts payable | 2,569 |
Accrued expenses | 1,135,393 |
Net cash used in operating activities | (543,727) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (277,500,000) |
Net cash used in investing activities | (277,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 100 |
Proceeds received from initial public offering, gross | 277,500,000 |
Proceeds received from private placement | 7,550,000 |
Offering costs paid | (5,978,903) |
Repayment of note payable to related parties | (153,588) |
Net cash provided by financing activities | 278,917,609 |
Net increase in cash | 873,882 |
Cash - beginning of the period | |
Cash - ending of the period | 873,882 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accrued expenses | 70,000 |
Offering costs included in note payable – related party | 123,101 |
Deferred underwriting commissions | 9,712,500 |
Original Value of Class A ordinary shares subject to possible redemption | 211,817,230 |
Change in value of Class A ordinary shares subject to possible redemption | $ 1,778,930 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1 — Description of Organization, Business Operations and Basis of Presentation ArcLight Clean Transition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July As of December The Company’s sponsor is ArcLight CTC Holdings, L.P., a Delaware limited partnership (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September -Allotment -allotment -Allotment -Allotment Simultaneously with the closing of the Initial Public Offering on September -Allotment Upon the closing of the Initial Public Offering and the Private Placement on September -7 -Allotment The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide its 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 a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 -share -outstanding (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s consolidated financial statements for the period from July -K 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern As of December The Company’s liquidity needs up to September In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40 Management continues to evaluate the impact of the COVID -19 |
Restatement of Financial Statem
Restatement of Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Financial Statements | Note 2 — Restatement of Financial Statements In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in September 2020, the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non -cash -40 Derivatives and Hedging, Contracts in Entity’s Own Equity -40 -40 Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements for the periods beginning with the period from July -half Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported financial statements as of and for the year ended December As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 278,826,627 $ — $ 278,826,627 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,207,962 $ — $ 1,207,962 Deferred underwriting commissions 9,712,500 — 9,712,500 Derivative warrant liabilities — 49,310,000 49,310,000 Total liabilities 10,920,462 49,310,000 60,230,462 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 262,906,160 (49,310,000 ) 213,596,160 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 146 493 639 Class B ordinary shares – $0.0001 par value 694 — 694 Additional paid-in-capital 6,283,496 32,423,118 38,706,614 Accumulated deficit (1,284,331 ) (32,423,611 ) (33,707,942 ) Total shareholders’ equity 5,000,005 — 5,000,005 Total liabilities and shareholders’ equity $ 278,826,627 $ — $ 278,826,627 Period From July 28, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (1,332,873 ) $ — $ (1,332,873 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (31,750,900 ) (31,750,900 ) Financing costs – derivative warrant liabilities — (672,711 ) (672,711 ) Interest earned on investments held in Trust Account 48,542 — 48,542 Total other (expense) income 48,542 (32,423,611 ) (32,375,069 ) Net loss $ (1,284,331 ) $ (32,423,611 ) $ (33,707,942 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 26,276,074 — 25,913,041 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 7,561,720 — 8,643,813 Basic and Diluted net loss per Class B share $ (0.18 ) — $ (3.90 ) Period From July 28, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (1,284,331 ) $ (32,423,611 ) $ (33,707,942 ) Adjustment to reconcile net loss to net cash used in operating activities 740,604 32,423,611 33,164,215 Net cash used in operating activities (543,727 ) — (543,727 ) Net cash used in investing activities (277,500,000 ) — (277,500,000 ) Net cash provided by financing activities 278,917,609 — 278,917,609 Net change in cash $ 873,882 $ — $ 873,882 In addition, the impact to the balance sheet dated September -K As of September 25, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 252,456,400 $ — $ 252,456,400 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,109,161 $ — $ 1,109,161 Deferred underwriting commissions 8,750,000 — 8,750,000 Derivative warrant liabilities — 16,090,000 16,090,000 Total liabilities 9,859,161 16,090,000 25,949,161 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 237,597,230 (16,090,000 ) 221,507,230 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 124 161 285 Class B ordinary shares – $0.0001 par value 719 — 719 Additional paid-in-capital 5,039,923 672,550 5,712,473 Accumulated deficit (40,757 ) (672,711 ) (713,468 ) Total shareholders’ equity 5,000,009 — 5,000,009 Total liabilities and shareholders’ equity $ 252,456,400 $ — $ 252,456,400 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 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. U.S. GAAP establishes a three -tier 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: • • • 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. As of December -term comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 - 15 -assessed The Company accounts for its 21,425,000 warrants to purchase ordinary shares issued in connection with its Initial Public Offering (13,875,000) and Private Placement (7,550,000) as derivative warrant liabilities in accordance with ASC 815 -40 -Carlo Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and were charged to shareholders’ equity or written off to the statement of operations upon the completion of the Initial Public Offering. The portion of the offering costs related to the issuance of the public and private warrants was expensed and included in the statement of operations as a financing costs — warrant liabilities. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Ordinary Share Net income (loss) per share is computed by dividing net income by the weighted -average -dilutive The Company’s statement of operations includes a presentation of income (loss) per share for Redeemable Class A Common Stock in a manner similar to the two -class Net loss per share, basic and diluted, for Non -Redeemable -redeemable Non -Redeemable -redeemable -Redeemable -redeemable The basic and diluted loss per common share is calculated as follows. For The Period Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 37,362 Less: Company’s portion available to be withdrawn to pay taxes — Net income attributable $ 37,362 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 25,913,041 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (33,707,942 ) Less: Net income allocable to Class A common stock subject to possible redemption 37,362 Non-redeemable net loss $ (33,745,304 ) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,643,813 Basic and diluted net loss per share, Non-redeemable common stock $ (3.90 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering Disclosure Textblock [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering On September -Allotment -allotment -Allotment Each Unit consists of one Class A ordinary share and one -half |
Private Placement
Private Placement | 5 Months Ended |
Dec. 31, 2020 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the Initial Public Offering on September -Allotment Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On August -Chin -allotment -allotment -day -allotment The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Related Party Loans On August -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement that provides that, commencing on the date that the Company’s securities are first listed on NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company may pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out -of-pocket The Company incurred approximately $33,000 in expenses in connection with such services during the period from July |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 — Commitments and Contingencies Registration and Shareholder Rights 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 Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriters a 45 -day -allotment -Allotment -allotment In connection with the consummation of the Initial Public Offering on September -Allotment Contingent Liabilities The Company is involved in legal proceedings, alleging that the Company their fiduciary duties by omitting allegedly material information in the Registration Statement filed by the Company on Form S -4 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 5 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 8 — Derivative Warrant Liabilities As of December Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: • • • • -trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: • • • -trading • -trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders_ Equity
Shareholders’ Equity | 5 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity | Note 9 — Shareholders’ Equity Class A Ordinary Shares Class B Ordinary Shares -Chin -allotment -allotment -allotment -day -allotment Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial 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 -linked -linked issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team 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 Preference Shares |
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 following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December Description Quoted Significant Significant Assets: Investments held in Trust Account $ 277,547,390 $ — $ — Liabilities: Derivative warrant liabilities – public warrants $ 31,930,000 $ — $ — Derivative warrant liabilities – private warrants $ — $ — $ 17,380,000 The remainder of the balance in Investments held in Trust Account, approximately $1,000, is comprised of cash equivalents. Level 1 instruments include investments in cash, money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels The changes in Level 3 liability measured at fair value for the fiscal year ended December -dated The Company utilizes a binomial Monte -Carlo The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock -price -free -free the U.S. Treasury zero -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: As of As of Strike price $ 10.00 $ 10.04 Contractual term (years) 1.0 1.0 Volatility 15.00 % 22.00 % Risk-free interest rate 37.00 % 0.38 % Dividend yield(per share) 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period from July Derivative warrant liabilities at July 3, 2020 (inception) $ — Issuance of Public and Private Warrants 16,090,000 Additional warrant liabilities 1,469,100 Change in fair value of derivative warrant liabilities 31,750,900 Derivative warrant liabilities at December 31, 2020 $ 49,310,000 |
Subsequent Events
Subsequent Events | 5 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements are issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed, except as disclosed below. On January The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Proterra. The Business Combination The Merger Agreement provides for, among other things, the following: (i) the Company will become a Delaware corporation (the “Domestication”), (ii) following the Domestication, a subsidiary of the Company will merge with and into Proterra, with Proterra as the surviving company in the merger and continuing as a wholly -owned The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by the Company’s stockholders and the fulfillment of other customary closing conditions. Business Combination Consideration In the Merger, each share of common stock of Proterra, other than shares to be cancelled or dissenting shares, will be converted into the right to receive 0.8925 PIPE Financing (Private Placement) Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors, pursuant to which they agreed to subscribe for and purchase, , immediately following the closing of the Merger, an aggregate of 41,500,000 The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that the Company will grant the investors in the PIPE Financing certain customary registration rights. Sponsor Support Agreement Concurrently with the execution of the Merger Agreement, the Sponsor, and other holders of Class B ordinary shares of ArcLight entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with the Company and Proterra, pursuant to which the Sponsor and such holders agreed to, among other things, (i) vote at any meeting of the shareholders of the Company all of their ordinary shares held of record or thereafter acquired in favor of the proposals being considered in connection with the Business Combination, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities, prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. Sponsor Letter Agreement Concurrently with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the parties agreed (i) to certain vesting and forfeiture terms with respect to 10% of the Company’s Common Stock beneficially owned by the Sponsor immediately following the closing, (ii) to certain lock -up Amended and Restated Registration Rights Agreement At the closing of the Business Combination, Proterra, the Sponsor and certain stockholders of Proterra will enter into an amended and restated registration rights agreement pursuant to which, among other things, the parties thereto will be granted certain customary registrant rights with respect to shares of Proterra Common Stock. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 5 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Note 12 — Quarterly Financial Information (Unaudited) The following tables contain unaudited consolidated quarterly financial information for the quarterly period ended September -Q As of September 30, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 279,941,343 $ — $ 279,941,343 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,102,095 $ — $ 1,102,095 Deferred underwriting commissions 9,712,500 — 9,712,500 Derivative warrant liabilities — 16,350,000 16,350,000 Total liabilities 10,814,595 16,350,000 27,164,595 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 264,126,740 (16,350,000 ) 247,776,740 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 134 163 297 Class B ordinary shares – $0.0001 par value 694 — 694 Additional paid-in-capital 5,062,928 (536,552 ) 4,526,376 Accumulated deficit (63,748 ) 536,389 472,641 Total shareholders’ equity 5,000,008 — 5,000,008 Total liabilities and shareholders’ equity $ 279,941,343 $ — $ 279,941,343 Period From July 28, 2020 (inception) Through As Previously Restatement As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (63,748 ) $ — $ (63,748 ) Other (expense) income: Change in fair value of warrant liabilities — 1,209,100 1,209,100 Financing costs – derivative warrant liabilities — (672,711 ) (672,711 ) Total other (expense) income — 536,389 536,389 Net loss $ (63,748 ) $ 536,389 $ 472,641 Basic and Diluted weighted-average Class B ordinary shares outstanding 7,066,920 — 7,275,953 Basic and Diluted net loss per Class B share $ (0.01 ) — $ 0.06 Period From July 28, 2020 (inception) Through As Previously Restatement As Restated Statement of Cash Flows Net loss $ (63,748 ) $ 536,389 $ 472,641 Adjustment to reconcile net loss to net cash used in operating activities 48,298 (536,389 ) (488,091 ) Net cash used in operating activities (15,450 ) — (15,450 ) Net cash used in investing activities (277,500,000 ) — (277,500,000 ) Net cash provided by financing activities 279,500,100 — 279,500,100 Net change in cash $ 1,984,650 $ — $ 1,984,650 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December |
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. U.S. GAAP establishes a three -tier 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: • • • 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. As of December -term comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 - 15 -assessed The Company accounts for its 21,425,000 warrants to purchase ordinary shares issued in connection with its Initial Public Offering (13,875,000) and Private Placement (7,550,000) as derivative warrant liabilities in accordance with ASC 815 -40 -Carlo |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and were charged to shareholders’ equity or written off to the statement of operations upon the completion of the Initial Public Offering. The portion of the offering costs related to the issuance of the public and private warrants was expensed and included in the statement of operations as a financing costs — warrant liabilities. |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, deferred tax assets and income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net income (loss) per share is computed by dividing net income by the weighted -average -dilutive The Company’s statement of operations includes a presentation of income (loss) per share for Redeemable Class A Common Stock in a manner similar to the two -class Net loss per share, basic and diluted, for Non -Redeemable -redeemable Non -Redeemable -redeemable -Redeemable -redeemable The basic and diluted loss per common share is calculated as follows. For The Period Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 37,362 Less: Company’s portion available to be withdrawn to pay taxes — Net income attributable $ 37,362 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 25,913,041 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (33,707,942 ) Less: Net income allocable to Class A common stock subject to possible redemption 37,362 Non-redeemable net loss $ (33,745,304 ) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,643,813 Basic and diluted net loss per share, Non-redeemable common stock $ (3.90 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements. |
Restatement of Financial Stat_2
Restatement of Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of statements of balance sheet | As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 278,826,627 $ — $ 278,826,627 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,207,962 $ — $ 1,207,962 Deferred underwriting commissions 9,712,500 — 9,712,500 Derivative warrant liabilities — 49,310,000 49,310,000 Total liabilities 10,920,462 49,310,000 60,230,462 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 262,906,160 (49,310,000 ) 213,596,160 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 146 493 639 Class B ordinary shares – $0.0001 par value 694 — 694 Additional paid-in-capital 6,283,496 32,423,118 38,706,614 Accumulated deficit (1,284,331 ) (32,423,611 ) (33,707,942 ) Total shareholders’ equity 5,000,005 — 5,000,005 Total liabilities and shareholders’ equity $ 278,826,627 $ — $ 278,826,627 As of September 25, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 252,456,400 $ — $ 252,456,400 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,109,161 $ — $ 1,109,161 Deferred underwriting commissions 8,750,000 — 8,750,000 Derivative warrant liabilities — 16,090,000 16,090,000 Total liabilities 9,859,161 16,090,000 25,949,161 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 237,597,230 (16,090,000 ) 221,507,230 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 124 161 285 Class B ordinary shares – $0.0001 par value 719 — 719 Additional paid-in-capital 5,039,923 672,550 5,712,473 Accumulated deficit (40,757 ) (672,711 ) (713,468 ) Total shareholders’ equity 5,000,009 — 5,000,009 Total liabilities and shareholders’ equity $ 252,456,400 $ — $ 252,456,400 |
Schedule of statements of operations | Period From July 28, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (1,332,873 ) $ — $ (1,332,873 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (31,750,900 ) (31,750,900 ) Financing costs – derivative warrant liabilities — (672,711 ) (672,711 ) Interest earned on investments held in Trust Account 48,542 — 48,542 Total other (expense) income 48,542 (32,423,611 ) (32,375,069 ) Net loss $ (1,284,331 ) $ (32,423,611 ) $ (33,707,942 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 26,276,074 — 25,913,041 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 7,561,720 — 8,643,813 Basic and Diluted net loss per Class B share $ (0.18 ) — $ (3.90 ) |
Schedule of statements of cash flows | Period From July 28, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net loss $ (1,284,331 ) $ (32,423,611 ) $ (33,707,942 ) Adjustment to reconcile net loss to net cash used in operating activities 740,604 32,423,611 33,164,215 Net cash used in operating activities (543,727 ) — (543,727 ) Net cash used in investing activities (277,500,000 ) — (277,500,000 ) Net cash provided by financing activities 278,917,609 — 278,917,609 Net change in cash $ 873,882 $ — $ 873,882 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common share | For The Period Class A Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Income from investments held in Trust Account $ 37,362 Less: Company’s portion available to be withdrawn to pay taxes — Net income attributable $ 37,362 Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding 25,913,041 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (33,707,942 ) Less: Net income allocable to Class A common stock subject to possible redemption 37,362 Non-redeemable net loss $ (33,745,304 ) Denominator: weighted average Non-redeemable common stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,643,813 Basic and diluted net loss per share, Non-redeemable common stock $ (3.90 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of valuation techniques | Description Quoted Significant Significant Assets: Investments held in Trust Account $ 277,547,390 $ — $ — Liabilities: Derivative warrant liabilities – public warrants $ 31,930,000 $ — $ — Derivative warrant liabilities – private warrants $ — $ — $ 17,380,000 |
Schedule of information regarding Level 3 fair value measurements inputs as their measurement dates | As of As of Strike price $ 10.00 $ 10.04 Contractual term (years) 1.0 1.0 Volatility 15.00 % 22.00 % Risk-free interest rate 37.00 % 0.38 % Dividend yield(per share) 0.0 % 0.0 % |
Schedule of changes in the fair value of warrant liabilities | Derivative warrant liabilities at July 3, 2020 (inception) $ — Issuance of Public and Private Warrants 16,090,000 Additional warrant liabilities 1,469,100 Change in fair value of derivative warrant liabilities 31,750,900 Derivative warrant liabilities at December 31, 2020 $ 49,310,000 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information of balance sheet | As of September 30, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 279,941,343 $ — $ 279,941,343 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,102,095 $ — $ 1,102,095 Deferred underwriting commissions 9,712,500 — 9,712,500 Derivative warrant liabilities — 16,350,000 16,350,000 Total liabilities 10,814,595 16,350,000 27,164,595 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 264,126,740 (16,350,000 ) 247,776,740 Shareholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 134 163 297 Class B ordinary shares – $0.0001 par value 694 — 694 Additional paid-in-capital 5,062,928 (536,552 ) 4,526,376 Accumulated deficit (63,748 ) 536,389 472,641 Total shareholders’ equity 5,000,008 — 5,000,008 Total liabilities and shareholders’ equity $ 279,941,343 $ — $ 279,941,343 |
Schedule of quarterly financial information of operations and comprehensive loss | Period From July 28, 2020 (inception) Through As Previously Restatement As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (63,748 ) $ — $ (63,748 ) Other (expense) income: Change in fair value of warrant liabilities — 1,209,100 1,209,100 Financing costs – derivative warrant liabilities — (672,711 ) (672,711 ) Total other (expense) income — 536,389 536,389 Net loss $ (63,748 ) $ 536,389 $ 472,641 Basic and Diluted weighted-average Class B ordinary shares outstanding 7,066,920 — 7,275,953 Basic and Diluted net loss per Class B share $ (0.01 ) — $ 0.06 |
Schedule of quarterly financial information of cash flows | Period From July 28, 2020 (inception) Through As Previously Restatement As Restated Statement of Cash Flows Net loss $ (63,748 ) $ 536,389 $ 472,641 Adjustment to reconcile net loss to net cash used in operating activities 48,298 (536,389 ) (488,091 ) Net cash used in operating activities (15,450 ) — (15,450 ) Net cash used in investing activities (277,500,000 ) — (277,500,000 ) Net cash provided by financing activities 279,500,100 — 279,500,100 Net change in cash $ 1,984,650 $ — $ 1,984,650 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 5 Months Ended | |
Sep. 29, 2020 | Sep. 25, 2020 | Dec. 31, 2020 | |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Over allotment price per unit | $ 10 | ||
Gross proceeds | 27,500,000 | ||
Incurring additional offering costs | $ 1,500,000 | ||
Initial public offering, description | Upon the closing of the Initial Public Offering and the Private Placement on September 25, 2020, $250.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In connection with the consummation of the Over-Allotment on September 29, 2020, an additional amount of $27.5 million ($10.00 per Unit), for a total of approximately $277.5 million, was placed in the Trust Account. | ||
Fair market value, percentage | 80.00% | ||
Business combination acquires, percentage | 50.00% | ||
Net tangible assets of business combination | $ 5,000,001 | ||
Percentage of redemption | 15.00% | ||
Percentage of business combination | 20.00% | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Redemption public percentage | 100.00% | ||
Business acquisition, description | In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | ||
Operating bank account | $ 900,000 | ||
Payment sponsor expenses | $ 25,000 | ||
Sponsor [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Shares in units (in Shares) | 25,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds | $ 250,000,000 | ||
Incurring offering costs | $ 14,400,000 | ||
Additional units, shares issued (in Shares) | 2,750,000 | ||
Deferred underwriting commissions | $ 1,000,000 | ||
Private placement warrant (in Shares) | 7,000,000 | ||
Percentage of business combination | 100.00% | ||
Net proceeds | $ 154,000 | ||
Warrant [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Shares in units (in Shares) | 550,000 | ||
Generating gross proceeds | $ 7,000,000 | ||
Share price (in Dollars per share) | $ 1 | ||
Warrant [Member] | Sponsor [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Deferred underwriting commissions | $ 8,800,000 | ||
Share price (in Dollars per share) | $ 10 | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Warrant [Member] | IPO [Member] | |||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | |||
Generating gross proceeds | $ 600,000 |
Restatement of Financial Stat_3
Restatement of Financial Statements (Details) $ in Millions | 1 Months Ended |
Sep. 25, 2020USD ($)shares | |
Restatement of Financial Statements (Details) [Line Items] | |
Warrant redemption, description. | Each Unit consists of one of the Company’s Class A ordinary shares, $0.0001 par value, and one-half of one redeemable warrant. Each whole Warrant entitles the holder to purchase one of Class A ordinary share at a price of $11.50 per share. The Warrants will expire worthless five years from the date of completion of our initial business combination. The material terms of the warrants are more fully described in Note 8 — Derivative Warrant Liabilities. See revised Footnote 9 — Fair Value Measurements. |
Initial Public Offering [Member] | |
Restatement of Financial Statements (Details) [Line Items] | |
Warrants issued | shares | 25,000,000 |
Public Warrants [Member] | Private Warrants [Member] | |
Restatement of Financial Statements (Details) [Line Items] | |
Liabilities at fair value | $ | $ 16.1 |
Restatement of Financial Stat_4
Restatement of Financial Statements (Details) - Schedule of statements of balance sheet - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 25, 2020 |
As Previously Reported [Member] | |||
Balance Sheet | |||
Total assets | $ 278,826,627 | $ 279,941,343 | $ 252,456,400 |
Total current liabilities | 1,207,962 | 1,102,095 | 1,109,161 |
Deferred underwriting commissions | 9,712,500 | 9,712,500 | 8,750,000 |
Derivative warrant liabilities | |||
Total liabilities | 10,920,462 | 10,814,595 | 9,859,161 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 262,906,160 | 264,126,740 | 237,597,230 |
Shareholders’ equity | |||
Preference shares - $0.0001 par value | |||
Class A ordinary shares - $0.0001 par value | 146 | 134 | 124 |
Class B ordinary shares - $0.0001 par value | 694 | 694 | 719 |
Additional paid-in-capital | 6,283,496 | 5,062,928 | 5,039,923 |
Accumulated deficit | (1,284,331) | (63,748) | (40,757) |
Total shareholders’ equity | 5,000,005 | 5,000,008 | 5,000,009 |
Total liabilities and shareholders’ equity | 278,826,627 | 279,941,343 | 252,456,400 |
Restatement Adjustment [Member] | |||
Balance Sheet | |||
Total assets | |||
Total current liabilities | |||
Deferred underwriting commissions | |||
Derivative warrant liabilities | 49,310,000 | 16,350,000 | 16,090,000 |
Total liabilities | 49,310,000 | 16,350,000 | 16,090,000 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (49,310,000) | (16,350,000) | (16,090,000) |
Shareholders’ equity | |||
Preference shares - $0.0001 par value | |||
Class A ordinary shares - $0.0001 par value | 493 | 163 | 161 |
Class B ordinary shares - $0.0001 par value | |||
Additional paid-in-capital | 32,423,118 | (536,552) | 672,550 |
Accumulated deficit | (32,423,611) | 536,389 | (672,711) |
Total shareholders’ equity | |||
Total liabilities and shareholders’ equity | |||
As Restated [Member] | |||
Balance Sheet | |||
Total assets | 278,826,627 | 279,941,343 | 252,456,400 |
Total current liabilities | 1,207,962 | 1,102,095 | 1,109,161 |
Deferred underwriting commissions | 9,712,500 | 9,712,500 | 8,750,000 |
Derivative warrant liabilities | 49,310,000 | 16,350,000 | 16,090,000 |
Total liabilities | 60,230,462 | 27,164,595 | 25,949,161 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 213,596,160 | 247,776,740 | 221,507,230 |
Shareholders’ equity | |||
Preference shares - $0.0001 par value | |||
Class A ordinary shares - $0.0001 par value | 639 | 297 | 285 |
Class B ordinary shares - $0.0001 par value | 694 | 694 | 719 |
Additional paid-in-capital | 38,706,614 | 4,526,376 | 5,712,473 |
Accumulated deficit | (33,707,942) | 472,641 | (713,468) |
Total shareholders’ equity | 5,000,005 | 5,000,008 | 5,000,009 |
Total liabilities and shareholders’ equity | $ 278,826,627 | $ 279,941,343 | $ 252,456,400 |
Restatement of Financial Stat_5
Restatement of Financial Statements (Details) - Schedule of statements of balance sheet (Parentheticals) - As Restated [Member] - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 25, 2020 |
Condensed Financial Statements, Captions [Line Items] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A Ordinary Shares [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Common stock subject to possible redemption, par value | 0.0001 | 0.0001 | 0.0001 |
Common stock, par value | 0.0001 | 0.0001 | 0.0001 |
Class B Ordinary Shares [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Restatement of Financial Stat_6
Restatement of Financial Statements (Details) - Schedule of statements of operations - USD ($) | 2 Months Ended | 5 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Statement of Operations and Comprehensive Loss | ||
Loss from operations | $ (63,748) | $ (1,332,873) |
Other (expense) income: | ||
Change in fair value of derivative warrant liabilities | ||
Financing costs - derivative warrant liabilities | ||
Interest earned on investments held in Trust Account | 48,542 | |
Total other (expense) income | 48,542 | |
Net loss | $ (63,748) | $ (1,284,331) |
Basic and diluted weighted average shares outstanding (in Shares) | 7,066,920 | |
Basic and diluted net income per share (in Dollars per share) | $ (0.01) | |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||
Other (expense) income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 26,276,074 | |
Basic and diluted net income per share (in Dollars per share) | $ 0 | |
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||
Other (expense) income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 7,561,720 | |
Basic and diluted net income per share (in Dollars per share) | $ (0.18) | |
Restatement Adjustment [Member] | ||
Statement of Operations and Comprehensive Loss | ||
Loss from operations | ||
Other (expense) income: | ||
Change in fair value of derivative warrant liabilities | (1,209,100) | (31,750,900) |
Financing costs - derivative warrant liabilities | 672,711 | (672,711) |
Interest earned on investments held in Trust Account | ||
Total other (expense) income | (32,423,611) | |
Net loss | $ 536,389 | $ (32,423,611) |
Basic and diluted weighted average shares outstanding (in Shares) | ||
Basic and diluted net income per share (in Dollars per share) | ||
Restatement Adjustment [Member] | Class A Ordinary Shares [Member] | ||
Other (expense) income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | ||
Basic and diluted net income per share (in Dollars per share) | ||
Restatement Adjustment [Member] | Class B Ordinary Shares [Member] | ||
Other (expense) income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | ||
Basic and diluted net income per share (in Dollars per share) | ||
As Restated [Member] | ||
Statement of Operations and Comprehensive Loss | ||
Loss from operations | $ (63,748) | $ (1,332,873) |
Other (expense) income: | ||
Change in fair value of derivative warrant liabilities | (1,209,100) | (31,750,900) |
Financing costs - derivative warrant liabilities | 672,711 | (672,711) |
Interest earned on investments held in Trust Account | 48,542 | |
Total other (expense) income | (32,375,069) | |
Net loss | $ 472,641 | $ (33,707,942) |
Basic and diluted weighted average shares outstanding (in Shares) | 7,275,953 | |
Basic and diluted net income per share (in Dollars per share) | $ 0.06 | |
As Restated [Member] | Class A Ordinary Shares [Member] | ||
Other (expense) income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 25,913,041 | |
Basic and diluted net income per share (in Dollars per share) | $ 0 | |
As Restated [Member] | Class B Ordinary Shares [Member] | ||
Other (expense) income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 8,643,813 | |
Basic and diluted net income per share (in Dollars per share) | $ (3.90) |
Restatement of Financial Stat_7
Restatement of Financial Statements (Details) - Schedule of statements of cash flows - USD ($) | 2 Months Ended | 5 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Statement of Cash Flows | ||
Net loss | $ (63,748) | $ (1,284,331) |
Adjustment to reconcile net loss to net cash used in operating activities | 48,298 | 740,604 |
Net cash used in operating activities | (15,450) | (543,727) |
Net cash used in investing activities | (277,500,000) | (277,500,000) |
Net cash provided by financing activities | 279,500,100 | 278,917,609 |
Net change in cash | 1,984,650 | 873,882 |
Restatement Adjustment [Member] | ||
Statement of Cash Flows | ||
Net loss | 536,389 | (32,423,611) |
Adjustment to reconcile net loss to net cash used in operating activities | (536,389) | 32,423,611 |
Net cash used in operating activities | ||
Net cash used in investing activities | ||
Net cash provided by financing activities | ||
Net change in cash | ||
As Restated [Member] | ||
Statement of Cash Flows | ||
Net loss | 472,641 | (33,707,942) |
Adjustment to reconcile net loss to net cash used in operating activities | (488,091) | 33,164,215 |
Net cash used in operating activities | (15,450) | (543,727) |
Net cash used in investing activities | (277,500,000) | (277,500,000) |
Net cash provided by financing activities | 279,500,100 | 278,917,609 |
Net change in cash | $ 1,984,650 | $ 873,882 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Cash equivalents held in money market funds (in Dollars) | $ | $ 277,500,000 |
Maturity days | 185 days |
Federal depository insurance coverage limit (in Dollars) | $ | $ 250,000 |
U.S. Treasury securities [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Maturity days | 185 days |
IPO [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Shares issued for warrants | 21,425,000 |
Initial public offering as derivative warrant liabilities | (13,875,000) |
Private Placement [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Private placement derivative warrant liabilities | (7,550,000) |
Warrants sold in public offering and private placement to purchase an aggregate shares | 21,425,000 |
Class A Ordinary Shares [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Shares subject to possible redemption | 21,359,616 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share | 5 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Common stock subject to possible redemption | |
Income from investments held in Trust Account | $ 37,362 |
Less: Company’s portion available to be withdrawn to pay taxes | |
Net income attributable | $ 37,362 |
Denominator: Weighted average Class A common stock subject to possible redemption | |
Basic and diluted weighted average shares outstanding (in Shares) | shares | 25,913,041 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ 0 |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ (33,707,942) |
Less: Net income allocable to Class A common stock subject to possible redemption | 37,362 |
Non-redeemable net loss | $ (33,745,304) |
Denominator: weighted average Non-redeemable common stock | |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | shares | 8,643,813 |
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share) | $ / shares | $ (3.90) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 5 Months Ended | |
Sep. 29, 2020 | Sep. 25, 2020 | Dec. 31, 2020 | |
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Units in shares (in Shares) | 25,000,000 | 3,750,000 | |
Per unit price (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 250 | ||
Offering costs | 14.4 | ||
Deferred underwriting commissions | $ 8.8 | ||
Description of public warrant | Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8). | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Units in shares (in Shares) | 2,750,000 | ||
Per unit price (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 27.5 | ||
Offering costs | 1.5 | ||
Deferred underwriting commissions | $ 1 | ||
Class A Ordinary Shares [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Per unit price (in Dollars per share) | $ 12 | ||
Exercise price per share (in Dollars per share) | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 5 Months Ended | |
Sep. 29, 2020 | Sep. 25, 2020 | Dec. 31, 2020 | |
Private Placement (Details) [Line Items] | |||
Gross proceeds | $ 7,550,000 | ||
Gross proceeds | $ 277,500,000 | ||
Sponsors [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of shares purchased | 25,000,000 | ||
Price per share | $ 10 | ||
Private Placement Warrants [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of shares purchased | 7,000,000 | ||
Price per share | $ 1 | ||
Gross proceeds | $ 600,000 | ||
Over-Allotment Option [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of shares purchased | 2,750,000 | ||
Price per share | $ 10 | ||
Gross proceeds | $ 7,000,000 | ||
Private Placement Warrants [Member] | Sponsors [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of shares purchased | 550,000 | ||
Class A Ordinary Shares [Member] | |||
Private Placement (Details) [Line Items] | |||
Price per share | $ 12 | ||
Shares issued per share | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 03, 2020 | Aug. 03, 2020 | Sep. 29, 2020 | Sep. 25, 2020 | Sep. 18, 2020 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||
Percentage of issued and outstanding shares | 20.00% | |||||
Office space (in Dollars) | $ 10,000 | |||||
Related party expenses (in Dollars) | 33,000 | |||||
Accrued expenses related parties (in Dollars) | ||||||
Founder shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of amount (in Dollars) | $ 25,000 | |||||
Transferred shares | 35,000 | |||||
Issuance of shares | 937,500 | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of shares | 2,750,000 | |||||
Forfeited shares | 250,000 | |||||
Share price per share (in Dollars per share) | $ 10 | |||||
Initial Public Offering [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of shares | 25,000,000 | 3,750,000 | ||||
Share price per share (in Dollars per share) | $ 10 | |||||
Description of related party loans | the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of December 31, 2020, the Company borrowed approximately $154,000 under the Note. The Note was repaid in full on October 1, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. | |||||
Class B Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of shares | 8,625,000 | |||||
Common stock, shares, outstanding | 7,187,500 | 6,937,500 | ||||
Forfeited shares | 937,500 | |||||
Class B Ordinary Shares [Member] | Founder shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Issuance of shares | 1,437,500 | |||||
Common stock, shares, outstanding | 7,187,500 | |||||
Class A ordinary shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock, shares, outstanding | 6,390,384 | |||||
Share price per share (in Dollars per share) | $ 12 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 5 Months Ended | |
Sep. 29, 2020 | Sep. 25, 2020 | Dec. 31, 2020 | |
Initial Public Offering [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase shares | 25,000,000 | 3,750,000 | |
Over-Allotment Units [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase shares | 2,750,000 | ||
Additional units, shares issued | 2,750,000 | ||
Underwriting Agreement [Member] | Initial Public Offering [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Description of underwriting agreement | the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $8.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions | ||
Amount of underwriting discount | $ 0.6 | ||
Deferred fee | $ 1 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 5 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants exercise price | $ / shares | $ 11.50 |
Warrants term | 5 years |
Initial business combination, description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Private Placement Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants outstanding | $ | $ 7,550,000 |
Public Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Warrants outstanding | $ | $ 13,875,000 |
Class A Ordinary Shares [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants, description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Redemption of warrants price per share | $ / shares | $ 0.361 |
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |
Derivative Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants, description | Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | Sep. 03, 2020 | Sep. 29, 2020 | Sep. 18, 2020 | Dec. 31, 2020 | Aug. 03, 2020 |
Shareholders’ Equity (Details) [Line Items] | |||||
Option term | 185 days | ||||
Conversion basis percentage | 20.00% | ||||
Preferred stock, shares authorized | 5,000,000 | ||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | ||||
Over-Allotment Option [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Ordinary shares subject to forfeiture | 250,000 | ||||
Option term | 45 days | ||||
Founder Shares [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Transferred shares | 35,000 | ||||
Class A Ordinary Shares [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Ordinary shares authorized | 500,000,000 | ||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | ||||
Ordinary shares, shares issued | 6,390,384 | ||||
Ordinary shares subject to possible redemption | 21,359,616 | ||||
Ordinary shares, shares outstanding | 6,390,384 | ||||
Class A Ordinary Shares [Member] | Holder [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Ordinary shares, shares issued | 27,750,000 | ||||
Ordinary shares, shares outstanding | 27,750,000 | ||||
Class B Ordinary Shares [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Ordinary shares authorized | 50,000,000 | ||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | ||||
Ordinary shares, shares issued | 6,937,500 | 8,625,000 | |||
Consideration shares | 1,437,500 | ||||
Ordinary shares, shares outstanding | 7,187,500 | 6,937,500 | |||
Ordinary shares subject to forfeiture | 937,500 | ||||
Issued and outstanding ordinary shares percentage | 20.00% | ||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | |||||
Shareholders’ Equity (Details) [Line Items] | |||||
Ordinary shares, shares outstanding | 7,187,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | 5 Months Ended |
Sep. 25, 2020 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Balance in investments held in trust account | $ 1,000 | |
Derivative warrant liabilities | $ 16,090,000 | |
Change in fair value of derivative warrant liabilities | $ 33,220,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of valuation techniques | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Investments held in Trust Account | $ 277,547,390 |
Liabilities: | |
Derivative warrant liabilities – public warrants | 31,930,000 |
Derivative warrant liabilities – private warrants | |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets: | |
Investments held in Trust Account | |
Liabilities: | |
Derivative warrant liabilities – public warrants | |
Derivative warrant liabilities – private warrants | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets: | |
Investments held in Trust Account | |
Liabilities: | |
Derivative warrant liabilities – public warrants | |
Derivative warrant liabilities – private warrants | $ 17,380,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of information regarding Level 3 fair value measurements inputs as their measurement dates - $ / shares | 2 Months Ended | 5 Months Ended |
Sep. 25, 2020 | Dec. 31, 2020 | |
Schedule of information regarding Level 3 fair value measurements inputs as their measurement dates [Abstract] | ||
Strike price (in Dollars per share) | $ 10 | $ 10.04 |
Contractual term (years) | 1 year | 1 year |
Volatility | 15.00% | 22.00% |
Risk-free interest rate | 37.00% | 0.38% |
Dividend yield(per share) | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of changes in the fair value of warrant liabilities [Abstract] | |
Derivative warrant liabilities at beginning | |
Issuance of Public and Private Warrants | 16,090,000 |
Additional warrant liabilities | 1,469,100 |
Change in fair value of derivative warrant liabilities | 31,750,900 |
Derivative warrant liabilities at ending | $ 49,310,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jan. 11, 2021USD ($)$ / sharesshares |
Subsequent Events (Details) [Line Items] | |
Business combination consideration, description | In the Merger, each share of common stock of Proterra, other than shares to be cancelled or dissenting shares, will be converted into the right to receive 0.8925 shares of ArcLight Common Stock. In the event that the closing sale price of ArcLight Common Stock exceeds certain price thresholds for 20 out of any 30 consecutive trading days during the first five years following the closing of the Business Combination, up to an additional 22,809,500 shares of ArcLight Common Stock may be issued to the parties that were holders of Proterra Common Stock immediately prior to the closing of the Business Combination. |
Aggregate shares of common stock | shares | 41,500,000 |
Purchase price per share | $ / shares | $ 10 |
Aggregate gross proceeds | $ | $ 415,000,000 |
Description of sponsor letter agreement | Concurrently with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the parties agreed (i) to certain vesting and forfeiture terms with respect to 10% of the Company’s Common Stock beneficially owned by the Sponsor immediately following the closing, (ii) to certain lock-up provisions with respect to shares of Company Common Stock following the Merger (which provisions were subsequently amended on February 2, 2021) and (iii) to cause the Company’s designee to the ArcLight board of directors to resign in the event the Sponsor disposes of 50% or more of the ArcLight Common Stock held beneficially by the Sponsor as of the closing of the Business Combination. |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - Schedule of quarterly financial information of balance sheet - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 25, 2020 |
As Previously Reported [Member] | |||
Balance Sheet | |||
Total assets | $ 278,826,627 | $ 279,941,343 | $ 252,456,400 |
Liabilities, redeemable non-controlling interest and stockholders’ equity | |||
Total current liabilities | 1,207,962 | 1,102,095 | 1,109,161 |
Deferred underwriting commissions | 9,712,500 | 9,712,500 | 8,750,000 |
Derivative warrant liabilities | |||
Total liabilities | 10,920,462 | 10,814,595 | 9,859,161 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 262,906,160 | 264,126,740 | 237,597,230 |
Shareholders’ equity | |||
Preference shares - $0.0001 par value | |||
Class A ordinary shares - $0.0001 par value | 146 | 134 | 124 |
Class B ordinary shares - $0.0001 par value | 694 | 694 | 719 |
Additional paid-in-capital | 6,283,496 | 5,062,928 | 5,039,923 |
Accumulated deficit | (1,284,331) | (63,748) | (40,757) |
Total shareholders’ equity | 5,000,005 | 5,000,008 | 5,000,009 |
Total liabilities and shareholders’ equity | 278,826,627 | 279,941,343 | 252,456,400 |
Restatement Adjustment [Member] | |||
Balance Sheet | |||
Total assets | |||
Liabilities, redeemable non-controlling interest and stockholders’ equity | |||
Total current liabilities | |||
Deferred underwriting commissions | |||
Derivative warrant liabilities | 49,310,000 | 16,350,000 | 16,090,000 |
Total liabilities | 49,310,000 | 16,350,000 | 16,090,000 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (49,310,000) | (16,350,000) | (16,090,000) |
Shareholders’ equity | |||
Preference shares - $0.0001 par value | |||
Class A ordinary shares - $0.0001 par value | 493 | 163 | 161 |
Class B ordinary shares - $0.0001 par value | |||
Additional paid-in-capital | 32,423,118 | (536,552) | 672,550 |
Accumulated deficit | (32,423,611) | 536,389 | (672,711) |
Total shareholders’ equity | |||
Total liabilities and shareholders’ equity | |||
As Restated [Member] | |||
Balance Sheet | |||
Total assets | 278,826,627 | 279,941,343 | 252,456,400 |
Liabilities, redeemable non-controlling interest and stockholders’ equity | |||
Total current liabilities | 1,207,962 | 1,102,095 | 1,109,161 |
Deferred underwriting commissions | 9,712,500 | 9,712,500 | 8,750,000 |
Derivative warrant liabilities | 49,310,000 | 16,350,000 | 16,090,000 |
Total liabilities | 60,230,462 | 27,164,595 | 25,949,161 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 213,596,160 | 247,776,740 | 221,507,230 |
Shareholders’ equity | |||
Preference shares - $0.0001 par value | |||
Class A ordinary shares - $0.0001 par value | 639 | 297 | 285 |
Class B ordinary shares - $0.0001 par value | 694 | 694 | 719 |
Additional paid-in-capital | 38,706,614 | 4,526,376 | 5,712,473 |
Accumulated deficit | (33,707,942) | 472,641 | (713,468) |
Total shareholders’ equity | 5,000,005 | 5,000,008 | 5,000,009 |
Total liabilities and shareholders’ equity | $ 278,826,627 | $ 279,941,343 | $ 252,456,400 |
Quarterly Financial Informati_4
Quarterly Financial Information (Unaudited) (Details) - Schedule of quarterly financial information of balance sheet (Parentheticals) - As Restated [Member] - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 25, 2020 |
Quarterly Financial Information (Unaudited) (Details) - Schedule of quarterly financial information of balance sheet (Parentheticals) [Line Items] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A Ordinary Shares [Member] | |||
Quarterly Financial Information (Unaudited) (Details) - Schedule of quarterly financial information of balance sheet (Parentheticals) [Line Items] | |||
Common stock subject to possible redemption, par value | 0.0001 | 0.0001 | 0.0001 |
Common stock, par value | 0.0001 | 0.0001 | 0.0001 |
Class B Ordinary Shares [Member] | |||
Quarterly Financial Information (Unaudited) (Details) - Schedule of quarterly financial information of balance sheet (Parentheticals) [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Quarterly Financial Informati_5
Quarterly Financial Information (Unaudited) (Details) - Schedule of quarterly financial information of operations and comprehensive loss - USD ($) | 2 Months Ended | 5 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Statement of Operations and Comprehensive Loss | ||
Loss from operations | $ (63,748) | $ (1,332,873) |
Other (expense) income: | ||
Change in fair value of warrant liabilities | ||
Financing costs - derivative warrant liabilities | ||
Total other (expense) income | ||
Net loss | $ (63,748) | (1,284,331) |
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | 7,066,920 | |
Basic and Diluted net loss per Class B share (in Dollars per share) | $ (0.01) | |
Restatement Adjustment [Member] | ||
Statement of Operations and Comprehensive Loss | ||
Loss from operations | ||
Other (expense) income: | ||
Change in fair value of warrant liabilities | 1,209,100 | 31,750,900 |
Financing costs - derivative warrant liabilities | (672,711) | 672,711 |
Total other (expense) income | 536,389 | |
Net loss | $ 536,389 | (32,423,611) |
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | ||
Basic and Diluted net loss per Class B share (in Dollars per share) | ||
As Restated [Member] | ||
Statement of Operations and Comprehensive Loss | ||
Loss from operations | $ (63,748) | (1,332,873) |
Other (expense) income: | ||
Change in fair value of warrant liabilities | 1,209,100 | 31,750,900 |
Financing costs - derivative warrant liabilities | (672,711) | 672,711 |
Total other (expense) income | 536,389 | |
Net loss | $ 472,641 | $ (33,707,942) |
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | 7,275,953 | |
Basic and Diluted net loss per Class B share (in Dollars per share) | $ 0.06 |
Quarterly Financial Informati_6
Quarterly Financial Information (Unaudited) (Details) - Schedule of quarterly financial information of cash flows - USD ($) | 2 Months Ended | 5 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Statement of Cash Flows | ||
Net loss | $ (63,748) | $ (1,284,331) |
Adjustment to reconcile net loss to net cash used in operating activities | 48,298 | 740,604 |
Net cash used in operating activities | (15,450) | (543,727) |
Net cash used in investing activities | (277,500,000) | (277,500,000) |
Net cash provided by financing activities | 279,500,100 | 278,917,609 |
Net change in cash | 1,984,650 | 873,882 |
Restatement Adjustment [Member] | ||
Statement of Cash Flows | ||
Net loss | 536,389 | (32,423,611) |
Adjustment to reconcile net loss to net cash used in operating activities | (536,389) | 32,423,611 |
Net cash used in operating activities | ||
Net cash used in investing activities | ||
Net cash provided by financing activities | ||
Net change in cash | ||
As Restated [Member] | ||
Statement of Cash Flows | ||
Net loss | 472,641 | (33,707,942) |
Adjustment to reconcile net loss to net cash used in operating activities | (488,091) | 33,164,215 |
Net cash used in operating activities | (15,450) | (543,727) |
Net cash used in investing activities | (277,500,000) | (277,500,000) |
Net cash provided by financing activities | 279,500,100 | 278,917,609 |
Net change in cash | $ 1,984,650 | $ 873,882 |