Taboola.com 10-K/A29 Apr 212020 FY Annual report (amended)Financial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($)	5 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2020	Mar. 17, 2021
Document Information Line Items
Entity Registrant Name	ION Acquisition Corp 1 Ltd.
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Public Float	$ 304,548,750
Amendment Flag	true
Amendment Description	ION Acquisition Corp 1 Ltd. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend and restate certain items in its Annual Report on Form 10-K as of December 31, 2020 and for the period from August 6, 2020 (inception) through December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 22, 2021 (the “Original 10-K”). Background of Restatement On April 12, 2021, the Staff of the Securities and Exchange Commission (“SEC”) released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in October 2020. As described in note 1 above, in connection with the Company’s Initial Public Offering (“IPO”) on October 6, 2020, the Company issued to investors 25,875,000 units, consisting of one share of Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Simultaneously with the closing of the IPO, the Company’s Initial Shareholders purchased an aggregate of 7,175,000 private placement warrants (“Private Placement Warrants”). Each whole Public Warrant and Private Placement Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment. Both the Public Warrants and Private Placement Warrants (together the “Warrants”) were classified as equity in the Company’s previously issued audited balance sheet as of December 31, 2020. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, the Company concluded that, among others, a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change. The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate all of the Company’s previously issued audited financial statements to reflect these Warrants as a liability, with subsequent changes in their fair value recorded as income or expense in the statements of operations for all periods since issuance. Effects of Restatement As a result of the factors described above, the Company has included in this Amendment: (i) certain restated items on the previously issued balance sheet dated as of October 6, 2020, the date that the IPO closed, that were previously reported on a Current Report on Form 8-K filed with the SEC on October 13, 2021 (the “IPO Closing 8-K”), and (ii) restated financial statements as of December 31, 2020 and for the period from August 6, 2020 through December 31, 2020 that were previously reported on the Original 10-K, to restate the following non-cash items: ● understatement of liabilities and overstatement of Class A ordinary shares subject to possible redemption by approximately $33.2 million and $53.3 million as of October 6, 2020 and December 31, 2020, respectively; ● understatement of additional paid-in capital and accumulated deficit by approximately $20.3 million as of December 31, 2020; ● understatement of net loss by approximately $20.3 million for the period from August 6, 2020 through December 31, 2020; and ● understatement of basic and diluted net loss per share, non-redeemable ordinary shares of $2.38 for the period from August 6, 2020 through December 31, 2020. The restatement of the financial statements had no impact on the Company’s liquidity or cash position. See Note 2 to the Notes to Financial Statements included in Part II, Item 8 of this Amendment for additional information on the restatement and the related financial statement effects. Internal Control Considerations In connection therewith, the Company’s management identified a material weakness in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. For a discussion of management’s consideration of the material weakness identified, see Item 9A. Controls and Procedures included in this Amendment. Items Amended The following items are amended in this Amendment: (i) Part I, Item 1A. Risk Factors; (ii) Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; (iii) Part II, Item 8. Financial Statements and Supplementary Data; (iv) Part II, Item 9A. Controls and Procedures; and (v) Part IV, Item 15. Exhibits, Financial Statement Schedules. Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment currently dated certifications from our principal executive officer and principal financial officer. These certifications are filed or furnished, as applicable, as Exhibits 31.1, 31.2, 32.1 and 32.2. Except as described above, this Amendment does not amend, update or change any other disclosures in the Original 10-K. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original 10-K and does not modify or update the disclosures therein, except as specifically identified above. Among other things, forward-looking statements made in the Original 10-K have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original 10-K, other than the restatement, and such forward-looking statements should be read in conjunction with our filings with the SEC, including those subsequent to the filing of the Original 10-K.
Entity Central Index Key	0001821018
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39581
Entity Incorporation, State or Country Code	E9
Entity Interactive Data Current	No
Class A ordinary shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		25,875,000
Class B ordinary shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,468,750

Balance Sheet

Balance Sheet	Dec. 31, 2020USD ($)
Current assets
Cash	$ 1,076,872
Prepaid expenses	310,698
Total Current Assets	1,387,570
Cash and marketable securities held in Trust Account	258,794,822
Total Assets	260,182,392
Current liabilities
Accrued expenses	654,531
Accrued offering costs	96,596
Warrants liability	52,506,049
Total Liabilities	53,257,176
Commitments
Class A ordinary shares subject to possible redemption, 20,189,024, shares at redemption value	201,925,208
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; 5,685,976 shares issued and outstanding (excluding 20,189,024 shares subject to possible redemption)	569
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,468,750 shares issued and outstanding	647
Additional paid-in capital	25,941,986
Accumulated deficit	(20,943,194)
Total Shareholders’ Equity	5,000,008
Total Liabilities and Shareholders’ Equity	$ 260,182,392

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Dec. 31, 2020$ / sharesshares
Ordinary redemption, shares	20,189,024
shares Preference shares, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preference shares, shares authorized	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A ordinary shares
Ordinary redemption, shares	20,189,024
Ordinary shares, par value (in Dollars per share) \| $ / shares	$ 0.0001
Ordinary shares, shares authorized	500,000,000
Ordinary shares, shares issued	5,685,976
Ordinary shares, shares outstanding	5,685,976
Class B ordinary shares
Ordinary shares, par value (in Dollars per share) \| $ / shares	$ 0.0001
Ordinary shares, shares authorized	50,000,000
Ordinary shares, shares issued	6,468,750
Ordinary shares, shares outstanding	6,468,750

Statement of Operations

Statement of Operations	5 Months Ended
Statement of Operations	Dec. 31, 2020USD ($)$ / sharesshares
Income Statement [Abstract]
Operating costs	$ 756,593
Loss from operations	(756,593)
Other income (loss), net:
Interest income on marketable securities held in Trust Account	42,308
Unrealized gain on marketable securities held in Trust Account	2,514
Underwriting discounts and transactions costs attributed to warrant liability	(177,233)
Change in fair value of the warrants liability	(20,054,190)
Other loss, net	(20,186,601)
Net loss	$ (20,943,194)
Weighted average shares outstanding, basic and diluted (in Shares) \| shares	8,358,653	[1]
Basic and diluted net loss per ordinary share (in Dollars per share) \| $ / shares	$ (2.51)	[2]

[1]	Excludes an aggregate of up to 20,189,024 shares subject to possible redemption at December 31, 2020.
[2]	Net loss per ordinary share - basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $ 34,836 for the period from August 6, 2020 (inception) through December 31, 2020 (see Note 2).

Statement of Operations (Parent

Statement of Operations (Parentheticals)	5 Months Ended
Statement of Operations (Parentheticals)	Dec. 31, 2020USD ($)shares
Income Statement [Abstract]
Ordinary redemption, shares \| shares	20,189,024
Net loss per ordinary share - basic and diluted excludes income attributable to ordinary shares subject to possible redemption \| $	$ 34,836

Statement of Changes in Shareho

Statement of Changes in Shareholders’ Equity - 5 months ended Dec. 31, 2020 - USD ($)	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Retained Earnings	Total
Balance at Aug. 05, 2020
Balance (in Shares) at Aug. 05, 2020
Issuance of Class B ordinary shares to Initial Shareholders		$ 647	24,353		25,000
Issuance of Class B ordinary shares to Initial Shareholders (in Shares)		6,468,750
Issuance of 25,875,000 Class A shares, net of underwriting discounts and offering costs	$ 2,587		227,842,841		227,845,428
Issuance of 25,875,000 Class A shares, net of underwriting discounts and offering costs (in Shares)	25,875,000
Class A ordinary shares subject to possible redemption	$ (2,018)		(201,925,208)		(201,927,226)
Class A ordinary shares subject to possible redemption (in Shares)	(20,189,024)
Net loss				(20,943,194)	(20,943,194)
Balance at Dec. 31, 2020	$ 569	$ 647	$ 25,941,986	$ (20,943,194)	$ 5,000,008
Balance (in Shares) at Dec. 31, 2020	5,685,976	6,468,750

Statement of Changes in Share_2

Statement of Changes in Shareholders’ Equity (Parentheticals)	5 Months Ended
	Dec. 31, 2020shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement warrants, shares	25,875,000

Statement of Cash Flows

Statement of Cash Flows	5 Months Ended
Statement of Cash Flows	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (20,943,194)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs through issuance of Class B ordinary shares	5,000
Underwriting discounts and transactions costs attributed to warrant liability	177,233
Interest earned on marketable securities held in Trust Account	(42,308)
Unrealized gain on marketable securities held in Trust Account	(2,514)
Changes in operating assets and liabilities:
Prepaid expenses	(310,698)
Accrued expenses	654,531
Change in fair value of warrants	20,054,190
Net cash used in operating activities	(407,760)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(258,750,000)
Net cash used in investing activities	(258,750,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	253,575,000
Proceeds from sale of Private Placement Warrants	7,175,000
Advances from related party	325,000
Repayment of advances from related party	(325,000)
Repayment of promissory note – related party	(92,468)
Payment of offering costs	(422,900)
Net cash provided by financing activities	260,234,632
Net Change in Cash	1,076,872
Cash – Beginning
Cash – Ending	1,076,872
Non-Cash Investing and Financing Activities:
Offering costs paid by Initial Shareholders in exchange for the issuance of Class B ordinary shares	20,000
Offering costs included in accrued offering costs	96,596
Offering costs paid through promissory note - related party	$ 92,468

Description of Organization and

Description of Organization and Business Operations	5 Months Ended
Description of Organization and Business Operations	Dec. 31, 2020
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ION Acquisition Corp. 1 Ltd. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 6, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 6, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, identifying a target company for a Business Combination, activities in connection with the proposed acquisition of Taboola.com Ltd., a company organized under the laws of the State of Israel (“Taboola”) (see Note 11). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and recognizes changes in the fair value of warrants liability as other income (expense). The registration statement for the Company’s Initial Public Offering was declared effective on October 1, 2020. On October 6, 2020 the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares” and one-fifth of one redeemable warrant included in the Units sold, the “Public Warrant”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,175,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to ION Holdings 1, LP (the “Sponsor”) and ION Co-Investment (an affiliate of the underwriters) (collectively, the “Initial Shareholders”), generating gross proceeds of $7,175,000, which is described in Note 5. Transaction costs amounted to $5,806,964, consisting of $5,175,000 of underwriting fees and $631,964 of other offering costs. Following the closing of the Initial Public Offering on October 6, 2020, an amount of $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including any interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by any deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Initial Shareholders (a) have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) will agree not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares. The Company will have until October 6, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders or any of their respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor will agree that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of 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 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 claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Restatement of previously issue

Restatement of previously issued financial statements	5 Months Ended
Restatement of previously issued financial statements	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (“SEC”) released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering in October 2020. As described in note 1 above, in connection with the Company’s Initial Public Offering (“IPO”) on October 6, 2020, the Company issued to investors 25,875,000 units, consisting of one share of Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Simultaneously with the closing of the IPO, the Company’s Initial Shareholders purchased an aggregate of 7,175,000 private placement warrants (“Private Placement Warrants”). Each whole Public Warrant and Private Placement Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment. Both the Public Warrants and Private Placement Warrants (together the “Warrants”) were classified as equity in the Company’s previously issued audited balance sheet as of December 31, 2020 and October 6, 2020. In light of the Statement and guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate all of the Company’s previously issued audited financial statements to reflect these Warrants as liability, with subsequent changes in their fair value recorded as income or expense in the statements of operations for all periods since issuance. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Adjustment As Restated Balance Sheet as of October 6, 2020 Warrants liability $ — $ 32,451,859 $ 32,451,859 Total liabilities 936,964 32,451,859 33,388,823 Class A ordinary shares subject to possible redemption (A) 255,138,030 (32,451,859 ) 222,686,171 Class A ordinary shares 36 325 361 Additional paid-in capital $ 5,004,323 $ (325 ) $ 5,003,998 Balance Sheet as of December 31, 2020 Warrants liability $ — $ 52,506,049 $ 52,506,049 Total liabilities 751,127 52,506,049 53,257,176 Class A ordinary shares subject to possible redemption (A) 254,431,257 (52,506,049 ) 201,925,208 Class A ordinary shares 44 525 569 Additional paid-in capital 5,711,088 20,230,898 25,941,986 Accumulated deficit (711,771 ) (20,231,423 ) (20,943,194 ) Statement of Operations for the Period From August 6, 2020 (Inception) through December 31, 2020 Change in fair value of warrant liabilities $ — $ (20,054,190 ) $ (20,054,190 ) Underwriting discounts and transactions costs attributed to warrants liability — (177,233 ) (177,233 ) Other income (loss), net 44,822 (20,231,423 ) (20,186,601 ) Net loss (711,771 ) (20,231,423 ) (20,943,194 ) Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 6,365,182 1,993,471 8,358,653 Basic and diluted net loss per share, Non-redeemable ordinary shares $ (0.12 ) $ (2.39 ) $ (2.51 ) Statement of Cash Flows for the Period From August 6, 2020 (Inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (711,771 ) $ (20,231,423 ) $ (20,943,194 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrants liability — 20,054,190 20,054,190 Underwriting discounts and transactions costs attributed to warrants liability - 177,233 177,233 (A) Class A ordinary shares subject to possible redemption as Previously Reported as of October 6, 2020 and December 31, 2020 were 25,513,803 and 25,438,719, respectively that are Adjusted by (3,245,185) and (5,249,695), respectively and are As Restated at 22,268,618 and 20,189,024, respectively. The restatement affects certain notes to the financial statements, and conforming changes have been made to Notes 1, 2, 3, 8, 9, 10 and 11

Summary of Significant Accounti

Summary of Significant Accounting Policies (As Restated)	5 Months Ended
Summary of Significant Accounting Policies (As Restated)	Dec. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated)	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrants liability The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 9, and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers, as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Allocation of Proceeds and Issuance costs Upon the IPO, the Company issued Class A Ordinary shares and Warrants (Public Warrants and Private placement Warrants). Freestanding instrument issued in a basket transaction should be initially measured at fair value if it is required to be subsequently measured at fair value pursuant to US GAAP, with the residual proceeds from the transaction allocated to any remaining instruments based on their relative fair values. The Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $32,451,859 and then allocated the remaining proceeds to Class A Ordinary shares. Issuance costs including underwriting discounts and offering costs in the total amount of $5,806,964 were attributed both to the issuance of Class A shares and Warrants in the amount of $5,629,731 and $177,233, respectively. Issuance costs attributed to the Warrants were expensed to the statement of operations. A portion of the 25,875,000 Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 12,350,000 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. Reconciliation of Net Loss Per Ordinary Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: For the 2020 Net loss $ (20,943,194 ) Less: Income attributable to ordinary shares subject to possible redemption (34,836 ) Adjusted net loss $ (20,978,030 ) Weighted average non redeemable ordinary shares outstanding, basic and diluted 8,358,653 Basic and diluted net loss per ordinary share $ (2.51 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “ Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 10 for additional information on assets and liabilities measured at fair value. The fair value of the Company’s assets and liabilities, other than the warrants liability described above, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. As of December 31, 2020, the Company reported Warrants issued at the consummation of its IPO as financial instruments recorded as liabilities at their respective fair values. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
Initial Public Offering	Dec. 31, 2020
Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,875,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

Private Placement

Private Placement	5 Months Ended
Private Placement	Dec. 31, 2020
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Initial Shareholders purchased an aggregate of 7,175,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,175,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	5 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares During the period ended August 13, 2020, the Initial Shareholders paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). On October 1, 2020, the Company effected a share capitalization of 718,750 shares and, as a result, there are 6,468,750 Class B ordinary shares issued and outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The Founder Shares included an aggregate of up to 843,750 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 843,750 Founder Shares are no longer subject to forfeiture. The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on October 2, 2020, to pay the Sponsor up to $10,000 per month for office space, utilities, administrative services and remote support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from August 6, 2020 (inception) through December 31, 2020, the Company incurred and paid $30,000 in fees for these services. Advance from Related Party During the period ended December 31, 2020, the Sponsor paid for certain offering costs on behalf of the Company in connection with the Initial Public Offering. As of December 31, 2020, advances amounting to $325,000 were repaid in full. Promissory Note — Related Party On August 12, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. As of October 6, 2020, there was $92,468 outstanding under the Promissory Note, which was subsequently repaid in full on October 14, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2020, the Company did not execute any promissory notes and had no outstanding borrowings under the Working Capital Loans. Forward Purchase Agreements The Company entered into forward purchase agreements on September 15, 2020, pursuant to which the forward purchase investors agreed to purchase an aggregate of up to 5,000,000 Class A ordinary shares, at a purchase price of $10.00 per share, or up to $50,000,000 in the aggregate, in private placements that will close substantially concurrently with the closing of a Business Combination. Any reduction in the number of forward purchase shares will be made in the Company’s sole discretion. The forward purchase shares are identical to the Public Shares, except that the holders thereof will have certain registration rights. The forward purchase agreements and the registration rights agreement also provide that the forward purchase investors are entitled to registration rights with respect to the forward purchase shares. The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital in the post-business combination company. The forward purchases are required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination. No forward purchase investor will have the ability to approve the Business Combination prior to the signing of a material definitive agreement. The forward purchase shares will be issued only in connection with the closing of a Business Combination.

Commitments

Commitments	5 Months Ended
Commitments	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 7. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, the results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on October 1, 2020, the holders of the Founder Shares, forward purchase shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. Notwithstanding the foregoing, ION Co-Investment LLC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Fees The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,175,000 in the aggregate, upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company engaged Cowen and Company, LLC as an advisor in connection with the Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. Pursuant to the terms of the agreement, the Company will pay Cowen and Company, LLC a marketing fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of Initial Public Offering, or $9,056,250 (including proceeds from the full or partial exercise of the over-allotment option). No fee will be due to Cowen and Company, LLC if the Company does not complete a Business Combination. Forward Purchase Agreement The Company entered into a forward purchase agreement with ION Crossover Partners LP, The Phoenix Insurance Company Ltd., The Phoenix Insurance Company Ltd. (Nostro) and The Phoenix Excellence Pension and Provident Fund Ltd. (collectively the “Phoenix Entities”) to purchase an aggregate of up to 5,000,000 Class A ordinary shares for $10.00 per ordinary share, or up to $50,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of the Business Combination. If the sale of the forward purchase units fails to close, for any reason, the Company may lack sufficient funds to consummate a Business Combination. The forward purchase shares are identical to the Class A ordinary shares sold in the Initial Public Offering, except that they will be entitled to certain registration rights.

Shareholders_ Equity

Shareholders’ Equity	5 Months Ended
Shareholders’ Equity	Dec. 31, 2020
Stockholders' Equity Note [Abstract]
SHAREHOLDERS' EQUITY	NOTE 8. SHAREHOLDERS’ EQUITY (As Restated) Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants

Warrants	5 Months Ended
Warrants	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
WARRANTS	NOTE 9. WARRANTS (As Restated) Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon the exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or Class A equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. In addition, the Private Placement Warrants held by the affiliate of the underwriter will not be exercisable more than five years from the effective date of the Initial Public Offering in accordance with FINRA Rule 5110(f)(2)(G)(i). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

Fair Value Measurements	5 Months Ended
Fair Value Measurements	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS (As Restated) The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account (1)(2) 1 $ 258,794,029 Liabilities: Private Placement Warrants (1) 3 $ 33,864,037 Public Warrants (1) 1 18,642,012 (1) Measured at fair value on a recurring basis. (2) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. Warrants The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrants liability on the Balance Sheet. The warrants liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants liability in the Statement of Operations. Initial Measurement The Company established the initial fair value for the Warrants as of October 6, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model for the Public Warrants and a Black-Scholes simulation model for the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-fifth of one Public Warrant) and (ii) the sale of Private Placement Warrants first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Public Warrants were as follows at initial measurement: Input October 6, 2020 Risk-free interest rate 0.40 % Expected term (years) 5.73 Expected volatility 22.9 % Exercise price $ 11.50 Fair value of Units $ 10.00 The key inputs into the Black-Scholes model for the Private Placement Warrants were as follows at initial measurement: Input October 6, 2020 December 31, Risk-free interest rate 0.32%-0.40 % 0.34%-0.43 % Expected term (years) 5-5.73 4.75- 5.50 Expected volatility 41.8%-44.6 % 41.5%-44.3 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 10.00 Fair value of Class A ordinary share $ 11.77 The Company’s use of a Monte Carlo simulation and Black-Scholes model required the use of subjective assumptions: ● The risk-free interest rate assumption was interpolated based on constant maturity U.S. Treasury rates over a term commensurate with the expected term of the warrants. ● The expected term was determined based on the expected date of the initial Business Combination, as the Warrants expire on the date that is 5 years from the completion of the initial Business Combination and for certain Private Warrants 5 years from the date of the initial public offering effective date. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on size and proximity. ● The fair value of the Units, which each consist of one Class A ordinary share and one-fifth of one Public Warrant, represents the price paid in the Initial Public Offering. The fair value of a Class A ordinary share represents the closing price on the measurement date as observed from the ticker IACA. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. The following table presents the changes in the fair value of warrants liability: Private Placement Public Warrants Liability Warrants fair value as of August 6, 2020 (day of inception) $ — $ — $ — Initial measurement on October 6, 2020 24,554,589 7,897,270 32,451,859 Change in valuation inputs or other assumptions (1) 9,309,448 10,744,742 20,054,190 Fair value as of December 31, 2020 $ 33,864,037 $ 18,642,012 $ 52,506,049 (1) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfer out of Level 3 an amount of $18,642,012 thousand as of December 31, 2020 from Level 3 to Level 1. Private placement Warrants were classified as Level 3 as of October 6, 2020 and December 31, 2020.

Subsequent Events

Subsequent Events	5 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 25, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Taboola, and Toronto Sub Ltd., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Taboola (“Merger Sub”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company after the Merger (the “Surviving Company”). As a result of the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions” or the “Business Combination”), the Company will become a direct, wholly-owned subsidiary of Taboola. Immediately prior to the effective time of the Merger (the “Effective Time”), (i) each preferred share, with no par value, of Taboola (each, a “Taboola Preferred Share”) will be converted into ordinary shares, with no par value, of Taboola (each, a “Taboola Ordinary Share”) and (ii) immediately following such conversion but prior to the Effective Time, Taboola will effect a stock split of each Taboola Ordinary Share into such number of Taboola Ordinary Shares calculated in accordance with the terms of the Merger Agreement such that each Taboola Ordinary Share will have a value of $10.00 per share after giving effect to such stock split (the “Stock Split” and, together with the conversion of Taboola Preferred Shares, the “Capital Restructuring”). Pursuant to the Merger Agreement, immediately prior to the Effective Time, each (i) Class B Ordinary Share of the Company will be automatically converted into one (1) Class A Ordinary Share of the Company in accordance with the terms of the Company’s organizational documents and, after giving effect to such automatic conversion, at the Effective Time and as a result of the Business Combination, each issued and outstanding Class A Ordinary Share will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one Taboola Ordinary Share after giving effect to the Capital Restructuring and (ii) issued and outstanding ION Warrant will automatically and irrevocably be assumed by Taboola and converted into a corresponding Taboola Warrant exercisable for Taboola Ordinary Shares. Immediately prior to the Effective Time, the Class A Ordinary Shares and the Public Warrants comprising each issued and outstanding ION Unit, consisting of one Class A Ordinary Share and one-fifth of one Public Warrant, will be automatically separated and the holder thereof will be deemed to hold one Class A Ordinary Share and one-fifth of one Public Warrant. No fractional Public Warrants will be issued in connection with such separation such that if a holder of such Public Units would be entitled to receive a fractional Public Warrant upon such separation, the number of Public Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Public Warrants and no cash will be paid in lieu of such fractional Public Warrants. The Business Combination will be consummated subject to the deliverables and provisions as further described in the Merger Agreement.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	5 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Warrants liability	Warrants liability The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 9, and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers, as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Allocation of Proceeds and Issuance costs	Allocation of Proceeds and Issuance costs Upon the IPO, the Company issued Class A Ordinary shares and Warrants (Public Warrants and Private placement Warrants). Freestanding instrument issued in a basket transaction should be initially measured at fair value if it is required to be subsequently measured at fair value pursuant to US GAAP, with the residual proceeds from the transaction allocated to any remaining instruments based on their relative fair values. The Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $32,451,859 and then allocated the remaining proceeds to Class A Ordinary shares. Issuance costs including underwriting discounts and offering costs in the total amount of $5,806,964 were attributed both to the issuance of Class A shares and Warrants in the amount of $5,629,731 and $177,233, respectively. Issuance costs attributed to the Warrants were expensed to the statement of operations. A portion of the 25,875,000 Class A Ordinary shares are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Company’s control.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 12,350,000 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented.
Reconciliation of Net Loss Per Ordinary Share	Reconciliation of Net Loss Per Ordinary Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: For the 2020 Net loss $ (20,943,194 ) Less: Income attributable to ordinary shares subject to possible redemption (34,836 ) Adjusted net loss $ (20,978,030 ) Weighted average non redeemable ordinary shares outstanding, basic and diluted 8,358,653 Basic and diluted net loss per ordinary share $ (2.51 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “ Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. See Note 10 for additional information on assets and liabilities measured at fair value. The fair value of the Company’s assets and liabilities, other than the warrants liability described above, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. As of December 31, 2020, the Company reported Warrants issued at the consummation of its IPO as financial instruments recorded as liabilities at their respective fair values.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Restatement of previously iss_2

Restatement of previously issued financial statements (Tables)	5 Months Ended
	Dec. 31, 2020
Condensed Financial Information Disclosure [Abstract]
Schedule of the restatement on each financial statement	As Adjustment As Restated Balance Sheet as of October 6, 2020 Warrants liability $ — $ 32,451,859 $ 32,451,859 Total liabilities 936,964 32,451,859 33,388,823 Class A ordinary shares subject to possible redemption (A) 255,138,030 (32,451,859 ) 222,686,171 Class A ordinary shares 36 325 361 Additional paid-in capital $ 5,004,323 $ (325 ) $ 5,003,998 Balance Sheet as of December 31, 2020 Warrants liability $ — $ 52,506,049 $ 52,506,049 Total liabilities 751,127 52,506,049 53,257,176 Class A ordinary shares subject to possible redemption (A) 254,431,257 (52,506,049 ) 201,925,208 Class A ordinary shares 44 525 569 Additional paid-in capital 5,711,088 20,230,898 25,941,986 Accumulated deficit (711,771 ) (20,231,423 ) (20,943,194 ) Statement of Operations for the Period From August 6, 2020 (Inception) through December 31, 2020 Change in fair value of warrant liabilities $ — $ (20,054,190 ) $ (20,054,190 ) Underwriting discounts and transactions costs attributed to warrants liability — (177,233 ) (177,233 ) Other income (loss), net 44,822 (20,231,423 ) (20,186,601 ) Net loss (711,771 ) (20,231,423 ) (20,943,194 ) Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 6,365,182 1,993,471 8,358,653 Basic and diluted net loss per share, Non-redeemable ordinary shares $ (0.12 ) $ (2.39 ) $ (2.51 ) Statement of Cash Flows for the Period From August 6, 2020 (Inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (711,771 ) $ (20,231,423 ) $ (20,943,194 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrants liability — 20,054,190 20,054,190 Underwriting discounts and transactions costs attributed to warrants liability - 177,233 177,233 (A) Class A ordinary shares subject to possible redemption as Previously Reported as of October 6, 2020 and December 31, 2020 were 25,513,803 and 25,438,719, respectively that are Adjusted by (3,245,185) and (5,249,695), respectively and are As Restated at 22,268,618 and 20,189,024, respectively.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (As Restated) (Tables)	5 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of basic and diluted net loss per ordinary share	For the 2020 Net loss $ (20,943,194 ) Less: Income attributable to ordinary shares subject to possible redemption (34,836 ) Adjusted net loss $ (20,978,030 ) Weighted average non redeemable ordinary shares outstanding, basic and diluted 8,358,653 Basic and diluted net loss per ordinary share $ (2.51 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Description Level December 31, Assets: Marketable securities held in Trust Account (1)(2) 1 $ 258,794,029 Liabilities: Private Placement Warrants (1) 3 $ 33,864,037 Public Warrants (1) 1 18,642,012
Schedule of Warrants follows at initial measurement	Input October 6, 2020 Risk-free interest rate 0.40 % Expected term (years) 5.73 Expected volatility 22.9 % Exercise price $ 11.50 Fair value of Units $ 10.00 Input October 6, 2020 December 31, Risk-free interest rate 0.32%-0.40 % 0.34%-0.43 % Expected term (years) 5-5.73 4.75- 5.50 Expected volatility 41.8%-44.6 % 41.5%-44.3 % Exercise price $ 11.50 $ 11.50 Fair value of Units $ 10.00 Fair value of Class A ordinary share $ 11.77
Schedule of fair value of warrants liability	Private Placement Public Warrants Liability Warrants fair value as of August 6, 2020 (day of inception) $ — $ — $ — Initial measurement on October 6, 2020 24,554,589 7,897,270 32,451,859 Change in valuation inputs or other assumptions (1) 9,309,448 10,744,742 20,054,190 Fair value as of December 31, 2020 $ 33,864,037 $ 18,642,012 $ 52,506,049

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	Oct. 06, 2020	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Units in shares (in Shares)	25,875,000
Per unit price (in Dollars per share)		$ 10
Transaction costs amounted		$ 5,806,964
Underwriting fees		5,175,000
Other offering costs		631,964
Initial public offering amount		$ 25,000
Minimum percentage of trust account required for business combination		80.00%
Percentage of outstanding voting securities		50.00%
Net tangible assets of business combination		$ 5,000,001
Percentage of restricted redeeming shares		20.00%
Company's obligation to redeemed, percentage		100.00%
Dissolution expenses		$ 100,000
Public share price (in Dollars per share)		$ 10
Transaction agreement, description		In order to protect the amounts held in the Trust Account, the Sponsor will agree that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of 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 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”).
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock in shares (in Shares)		25,875,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds		$ 9,056,250
Sale of stock in shares (in Shares)		3,375,000
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Per unit price (in Dollars per share)	$ 10
Sale of stock in shares (in Shares)		7,175,000
Gross proceeds	$ 7,175,000
Initial public offering amount	$ 258,750,000
Warrant [Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock in shares (in Shares)	7,175,000
Warrant [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Per unit price (in Dollars per share)	$ 1
Class A ordinary shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units in shares (in Shares)
Per unit price (in Dollars per share)		$ 10
Initial public offering amount
Class A ordinary shares [Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units in shares (in Shares)	25,875,000
Per unit price (in Dollars per share)	$ 10
Gross proceeds	$ 258,750,000
Class A ordinary shares [Member] \| Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units in shares (in Shares)	3,375,000

Restatement of previously iss_3

Restatement of previously issued financial statements (Details)	Oct. 06, 2020USD ($)$ / sharesshares
Restatement of previously issued financial statements (Details) [Line Items]
Issued to investors \| shares	25,875,000
Private Placement [Member]
Restatement of previously issued financial statements (Details) [Line Items]
Aggregate amount \| $	$ 7,175,000
Exercise price per share \| $ / shares	$ 11.50

Restatement of previously iss_4

Restatement of previously issued financial statements (Details) - Schedule of the restatement on each financial statement - USD ($)		5 Months Ended
		Dec. 31, 2020	Oct. 06, 2020
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Warrants liability
Total liabilities		751,127	936,964
Class A ordinary shares subject to possible redemption	[1]	254,431,257	255,138,030
Class A ordinary shares		44	36
Additional paid-in capital		5,711,088	5,004,323
Balance Sheet as of December 31, 2020
Accumulated deficit		(711,771)
Statement of Operations for the Period From August 6, 2020 (Inception) through December 31, 2020
Change in fair value of warrant liabilities
Underwriting discounts and transactions costs attributed to warrants liability
Other income (loss), net		44,822
Net loss		$ (711,771)
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares)		6,365,182
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share)		$ (0.12)
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Warrants liability		$ 52,506,049	32,451,859
Total liabilities		52,506,049	32,451,859
Class A ordinary shares subject to possible redemption	[1]	(52,506,049)	(32,451,859)
Class A ordinary shares		525	325
Additional paid-in capital		20,230,898	(325)
Balance Sheet as of December 31, 2020
Accumulated deficit		(20,231,423)
Statement of Operations for the Period From August 6, 2020 (Inception) through December 31, 2020
Change in fair value of warrant liabilities		(20,054,190)
Underwriting discounts and transactions costs attributed to warrants liability		(177,233)
Other income (loss), net		(20,231,423)
Net loss		$ (20,231,423)
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares)		1,993,471
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share)		$ (2.39)
Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Warrants liability		$ 52,506,049	32,451,859
Total liabilities		53,257,176	33,388,823
Class A ordinary shares subject to possible redemption	[1]	201,925,208	222,686,171
Class A ordinary shares		569	361
Additional paid-in capital		25,941,986	$ 5,003,998
Balance Sheet as of December 31, 2020
Accumulated deficit		(20,943,194)
Statement of Operations for the Period From August 6, 2020 (Inception) through December 31, 2020
Change in fair value of warrant liabilities		(20,054,190)
Underwriting discounts and transactions costs attributed to warrants liability		(177,233)
Other income (loss), net		(20,186,601)
Net loss		$ (20,943,194)
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares (in Shares)		8,358,653
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share)		$ (2.51)

[1]	Class A ordinary shares subject to possible redemption as Previously Reported as of October 6, 2020 and December 31, 2020 were 25,513,803 and 25,438,719, respectively that are Adjusted by (3,245,185) and (5,249,695), respectively and are As Restated at 22,268,618 and 20,189,024, respectively.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (As Restated) (Details) - USD ($)	5 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies (As Restated) (Details) [Line Items]
Initial fair value measurement	$ 32,451,859
Underwriting discounts and offering costs	$ 5,806,964
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Federal depository insurance coverage	$ 250,000
Private Placement [Member]
Summary of Significant Accounting Policies (As Restated) (Details) [Line Items]
Purchase of ordinary shares and diluted loss per share (in Shares)	12,350,000
Class A ordinary shares [Member]
Summary of Significant Accounting Policies (As Restated) (Details) [Line Items]
Warrants amount	$ 5,629,731	$ 177,233
Class A Ordinary Shares Subject to Possible Redemption	25,875,000
Purchase of ordinary shares and diluted loss per share (in Shares)	25,875,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (As Restated) (Details) - Schedule of basic and diluted net loss per ordinary share	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Schedule of basic and diluted net loss per ordinary share [Abstract]
Net loss	$ (20,943,194)
Less: Income attributable to ordinary shares subject to possible redemption	(34,836)
Adjusted net loss	$ (20,978,030)
Weighted average non redeemable ordinary shares outstanding, basic and diluted (in Shares) \| shares	8,358,653	[1]
Basic and diluted net loss per ordinary share (in Dollars per share) \| $ / shares	$ (2.51)	[2]

[1]	Excludes an aggregate of up to 20,189,024 shares subject to possible redemption at December 31, 2020.
[2]	Net loss per ordinary share - basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $ 34,836 for the period from August 6, 2020 (inception) through December 31, 2020 (see Note 2).

Initial Public Offering (Detail

Initial Public Offering (Details)	5 Months Ended
Initial Public Offering (Details)	Dec. 31, 2020USD ($)$ / sharesshares
Initial Public Offering (Details) [Line Items]
Initial public offering per share (in Dollars per share) \| $ / shares	$ 10
IPO [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering shares \| shares	25,875,000
Initial public offering per share (in Dollars) \| $	$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering shares \| shares	3,375,000
Class A ordinary shares [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering per share (in Dollars per share) \| $ / shares	$ 11.50

Private Placement (Details)

Private Placement (Details)	5 Months Ended
Private Placement (Details)	Dec. 31, 2020USD ($)$ / sharesshares
Private Placement (Details) [Line Items]
Stock price	$ 10
Aggregate purchase price, amount \| $	$ 7,175,000
Private placement, description	Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase price \| shares	7,175,000
Stock price	$ 1

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Oct. 06, 2020	Oct. 02, 2020	Oct. 01, 2020	Aug. 13, 2020	Sep. 15, 2020	Dec. 31, 2020	Aug. 12, 2020
Related Party Transactions (Details) [Line Items]
Purchase price of founder shares						$ 25,000
Issuance of common stock to founder, shares (in Shares)	25,875,000
Share capitalization (in Shares)			718,750
Founder shares, description						The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Per month amount		$ 10,000
Fees amount						$ 30,000
Promissory note, outstanding	$ 92,468
Aggregate principal amount							$ 300,000
Converted amount						$ 1,500,000
Sale of price per share (in Dollars per share)						$ 1
Share price (in Dollars per share)						$ 10
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Promissory note, outstanding						$ 325,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase price of founder shares				$ 25,000
Issuance of common stock to founder, shares (in Shares)				5,750,000
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares issued (in Shares)			6,468,750
Initial stockholders percentage			20.00%
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Forfeiture of founder shares (in Shares)			843,750
Aggregate purchase shares (in Shares)						3,375,000
Over-Allotment Option [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Forfeiture of founder shares (in Shares)			843,750
Class A ordinary shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase price of founder shares
Issuance of common stock to founder, shares (in Shares)
Common stock, shares issued (in Shares)						5,685,976
Share price (in Dollars per share)						$ 10
Class A ordinary shares [Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Issuance of common stock to founder, shares (in Shares)	3,375,000
Class A ordinary shares [Member] \| Forward Purchase Agreements [Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase shares (in Shares)					5,000,000
Share price (in Dollars per share)					$ 10
Aggregate value					$ 50,000,000

Commitments (Details)

Commitments (Details)	5 Months Ended
Commitments (Details)	Dec. 31, 2020USD ($)$ / sharesshares
Commitments (Details) [Line Items]
Underwriting discount (in Dollars per share) \| $ / shares	$ 0.20
Deferred underwriting fee \| $	$ 5,175,000
Gross proceeds percentange	3.50%
Aggregate purchase units (in Shares) \| shares	5,000,000
Unit price (in Dollars per share) \| $ / shares	$ 10
Private placement units \| $	$ 50,000,000
Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Gross proceeds from initial public offering \| $	$ 9,056,250
Class A ordinary Shares [Member]
Commitments (Details) [Line Items]
Unit price (in Dollars per share) \| $ / shares	$ 10

Shareholders_ Equity (Details)

Shareholders’ Equity (Details)	5 Months Ended
Shareholders’ Equity (Details)	Dec. 31, 2020$ / sharesshares
Shareholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized	5,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Class A Ordinary Shares
Shareholders’ Equity (Details) [Line Items]
Common stock, shares authorized	500,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	5,685,976
Shares subject to possible redemption	20,189,024
Common stock, shares outstanding	5,685,976
Class B ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Common stock, shares authorized	50,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	6,468,750
Percentage of converted basis sum of total number of common stock outstanding	20.00%
Common stock, shares outstanding	6,468,750

Warrants (Details)

Warrants (Details)	5 Months Ended
Warrants (Details)	Dec. 31, 2020$ / shares
Warrants (Details) [Line Items]
Warrants price per	$ 10
Redemption of warrants description	● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.
Business combination price	$ 9.20
Equity proceeds percentage	60.00%
Market Value Percentage	115.00%
Redemption trigger price	$ 18
Warrant [Member]
Warrants (Details) [Line Items]
Warrants price per	$ 18
Market Value Percentage	180.00%
Redemption trigger price	$ 10
Class A ordinary Shares [Member]
Warrants (Details) [Line Items]
Warrants price per	11.50
Business combination price	$ 9.20

Fair Value Measurements (Detail

Fair Value Measurements (Details) $ in Thousands	5 Months Ended
Fair Value Measurements (Details) $ in Thousands	Dec. 31, 2020USD ($)
Fair Value Disclosures [Abstract]
Measure the fair value	$ 18,642,012

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value on a recurring basis	5 Months Ended
	Dec. 31, 2020USD ($)	[1]
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 258,794,029	[2]
Liabilities:
Public Warrants	18,642,012
Level 3 [Member]
Liabilities:
Private Placement Warrants	$ 33,864,037

[1]	Measured at fair value on a recurring basis.
[2]	The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature.

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Warrants follows at initial measurement - $ / shares	Oct. 06, 2020	Dec. 31, 2020
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of Warrants follows at initial measurement [Line Items]
Risk-free interest rate	0.40%
Expected term (years)	5 years 266 days
Expected volatility	22.90%
Exercise price (in Dollars per share)	$ 11.50
Fair value of Units (in Dollars per share)	10
Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of Warrants follows at initial measurement [Line Items]
Exercise price (in Dollars per share)	11.50	$ 11.50
Fair value of Units (in Dollars per share)	$ 10
Fair value of Class A ordinary share (in Dollars per share)		$ 11.77
Minimum [Member] \| Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of Warrants follows at initial measurement [Line Items]
Risk-free interest rate	0.32%	0.34%
Expected term (years)	5 years	4 years 9 months
Expected volatility	41.80%	41.50%
Maximum [Member] \| Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of Warrants follows at initial measurement [Line Items]
Risk-free interest rate	0.40%	0.43%
Expected term (years)	5 years 266 days	5 years 6 months
Expected volatility	44.60%	44.30%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of warrants liability	5 Months Ended
	Dec. 31, 2020USD ($)
Private Placement [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value as of August 6, 2020
Fair value as of December 31, 2020	33,864,037
Initial measurement on October 6, 2020	24,554,589
Change in valuation inputs or other assumptions	9,309,448	[1]
Public [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value as of August 6, 2020
Fair value as of December 31, 2020	18,642,012
Initial measurement on October 6, 2020	7,897,270
Change in valuation inputs or other assumptions	10,744,742	[1]
Warrants Liability [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants fair value as of August 6, 2020
Fair value as of December 31, 2020	52,506,049
Initial measurement on October 6, 2020	32,451,859
Change in valuation inputs or other assumptions	$ 20,054,190	[1]

[1]	Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfer out of Level 3 an amount of $18,642,012 thousand as of December 31, 2020 from Level 3 to Level 1. Private placement Warrants were classified as Level 3 as of October 6, 2020 and December 31, 2020.

Subsequent Events (Details)

Subsequent Events (Details)	Jan. 25, 2021$ / shares
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Per share price	$ 10