Qell Acquisition 10-K/A 4 May 21 2020 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	5 Months Ended
	Dec. 31, 2020	Mar. 29, 2021
Document Information [Line Items]
Document Type	10-K/A
Entity Voluntary Filers	No
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	Qell Acquisition Corp
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Well-known Seasoned Issuer	No
Entity Emerging Growth Company	true
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float		$ 328,570,875
Entity Central Index Key	0001821171
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	true
Amendment Description	Amendment No. 1
Transition Report	false
Units, each consisting of one share of class A ordinary shares, and one warrant to acquire one-third class A ordinary share
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share ofClass A ordinary shares, and one-third of one redeemable warrant
Trading Symbol	QELLU
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	QELL
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		33,032,064
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	QELLW
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,487,500

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 2,023,823
Prepaid expenses	515,078
Total current assets	2,538,901
Investments held in Trust Account	379,579,492
Total Assets	382,118,393
Current liabilities:
Accounts payable	133,528
Accrued expenses	80,000
Total current liabilities	213,528
Derivative warrant liabilities	61,495,200
Deferred underwriting commissions	13,282,500
Total liabilities	74,991,228
Commitments and Contingencies (Note 5)
Stockholder's Equity
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued or outstanding
Additional paid-in capital	39,994,824
Accumulated deficit	(34,996,542)
Total shareholders' equity	5,000,005
Total Liabilities and Shareholders' Equity	382,118,393
Class A Common Stock
Current liabilities:
Class A ordinary shares subject to possible redemption; 30,212,716 shares at $10.00 per share	302,127,160
Stockholder's Equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	774
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	774
Total shareholders' equity	774
Class A Common Stock Subject to Redemption
Current liabilities:
Class A ordinary shares subject to possible redemption; 30,212,716 shares at $10.00 per share	302,127,160
Class B Common Stock
Stockholder's Equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	949
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	949
Total shareholders' equity	$ 949

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2020$ / sharesshares
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common shares, issued, subject to possible redemption	30,212,716
Common shares, outstanding, subject to possible redemption	30,212,716
Common shares, price per share | $ / shares	$ 10
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	200,000,000
Common shares, shares issued	7,737,284
Common shares, shares outstanding	1,587,764
Class B Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	20,000,000
Common shares, shares issued	9,487,500
Common shares, shares outstanding	9,487,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Operating expenses:
General and administrative expense	$ 343,207
Administrative fee - related party	30,000
Loss from operations	(373,207)
Other (expense) income:
Change in fair value of derivative warrant liabilities	(33,704,100)
Offering costs - derivative warrant liabilities	(998,727)
Income earned on investments in Trust Account	79,492
Net loss	(34,996,542)
Class A Common Stock
Other (expense) income:
Net loss	$ 79,492
Basic and diluted weighted average shares outstanding, ordinary shares | shares	37,950,000
Basic and diluted net loss per ordinary share | $ / shares	$ 0
Class B Common Stock
Other (expense) income:
Net loss	$ (35,000,000)
Basic and diluted weighted average shares outstanding, ordinary shares | shares	9,016,071
Basic and diluted net loss per ordinary share | $ / shares	$ (3.89)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 5 months ended Dec. 31, 2020 - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Aug. 06, 2020			$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsors		$ 949	24,051	0	$ 25,000
Issuance of Class B common stock to Sponsors (in shares)		9,487,500
Sale of units in initial public offering, gross	$ 3,795		361,659,705	0	361,663,500
Number of units issued	37,950,000
Excess cash received over the fair value of the private warrants			635,400	0	635,400
Offering costs			(20,200,193)	0	(20,200,193)
Class A ordinary Shares subject to possible redemption	$ (3,021)		(302,124,139)	0	(302,127,160)
Class A ordinary Shares subject to possible redemption (in shares)	(30,212,716)
Net loss	$ 79,492	$ (35,000,000)	0	(34,996,542)	(34,996,542)
Balance at the end at Dec. 31, 2020	$ 774	$ 949	$ 39,994,824	$ (34,996,542)	$ 5,000,005
Balance at the end (in shares) at Dec. 31, 2020	7,737,284	9,487,500

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	5 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (34,996,542)
Adjustments to reconcile net loss to net cash used in operating activities:
Income earned on investments in Trust Account	(79,492)
General and administrative expenses paid by Sponsor under note payable	48,243
Change in fair value of derivative warrant liabilities	61,495,200
Offering costs - derivative warrant liabilities	998,727
Changes in operating assets and liabilities:
Prepaid expenses	(490,078)
Accounts payable	133,528
Accrued expenses	10,000
Net cash used in operating activities	27,119,586
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(379,500,000)
Net cash used in investing activities	(379,500,000)
Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross	361,663,500
Repayment of note payable to related party	(195,192)
Proceeds received from sale of private placement warrants	635,400
Offering costs paid net of reimbursements	(7,699,471)
Net cash provided by financing activities	354,404,237
Net change in cash	2,023,823
Cash - end of the period	2,023,823
Supplemental disclosure of non-cash investing and financing activities:
Expenses paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
Offering costs included in accrued expenses	70,000
Offering costs funded with note payable - related party	(146,949)
Deferred underwriting commissions payable	13,282,500
Initial value of Class A ordinary shares subject to possible redemption	336,062,230
Change in value of Class A ordinary shares subject to possible redemption	(33,935,070)
Derivative warrant liabilities in connection with initial public offering and private placement	$ 27,791,100

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	5 Months Ended
	Dec. 31, 2020
Description of Organization, Business Operations and Basis of Presentation
Description of Organization, Business Operations and Basis of Presentation	Note 1 — Description of Organization, Business Operations and Basis of Presentation Qell Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on August 7, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination").The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 7, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the preparation of the initial public offering described below (the “Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Qell Partners LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2020. On October 2, 2020, the Company consummated its Initial Public Offering of 37,950,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 4,950,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $379.5 million, and incurring offering costs of approximately $21.1 million, inclusive of approximately $13.3 million in deferred underwriting commissions (Note 6). Simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of a total of 7,060,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.6 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $379.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in United States government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling interest in the partner sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders (the “Public Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law 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 U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout period and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 2, 2022, (the “Combination Period”) or (B) 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 Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, 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 (except for the Company’s independent registered public accounting firm), prospective partner 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. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $2.0 million in its operating bank account and working capital of approximately $2.3 million. The Company’s liquidity needs through December 31, 2020 were satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares, a loan of approximately $195,000 from the Sponsor under the Note (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on November 2, 2020. In addition, 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, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020, and the period from August 7, 2020 (inception) through December 31, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 the comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	5 Months Ended
	Dec. 31, 2020
Restatement of Previously Issued Financial Statements
Restatement of Previously Issued Financial Statements	Note 2 —Restatement of Previously Issued Financial Statements In April 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase ordinary shares that the Company issued in October 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on October 2, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s Audit Committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on the application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on October 2, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the period from August 7, 2020 (inception) through December 31, 2020 should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase ordinary shares (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 382,118,393 $ — $ 382,118,393 Liabilities and Shareholders’ Equity Total current liabilities $ 213,528 $ — $ 213,528 Deferred underwriting commissions 13,282,500 — 13,282,500 Derivative warrant liabilities — 61,495,200 61,495,200 Total liabilities 13,496,028 61,495,200 74,991,228 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 363,622,360 (61,495,200) 302,127,160 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 159 615 774 Class B ordinary shares - $0.0001 par value 949 — 949 Additional paid-in-capital 5,292,612 34,702,212 39,994,824 Accumulated deficit (293,715) (34,702,827) (34,996,542) Total shareholders’ equity 5,000,005 — 5,000,005 Total liabilities and shareholders’ equity $ 382,118,393 $ — $ 382,118,393 For The Period From August 7, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (373,207) $ — $ (373,207) Other (expense) income: Change in fair value of derivative warrant liabilities — (33,704,100) (33,704,100) Offering costs - derivative warrant liabilities (998,727) (998,727) Income earned on investments in Trust Account 79,492 — 79,492 Total other (expense) income 79,492 (34,702,827) (34,623,335) Net loss $ (293,715) $ (34,702,827) $ (34,996,542) Basic and Diluted weighted-average Class A ordinary shares outstanding 37,950,000 — 37,950,000 Basic and Diluted net income per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 9,016,071 — 9,016,071 Basic and Diluted net loss per Class B share $ (0.04) (3.84) $ (3.88) For The Period From August 7, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (293,715) $ (34,702,827) $ (34,996,542) Change in fair value of derivative warrant liabilities — 61,495,200 61,495,200 Offering costs - derivative warrant liabilities — 997,727 998,727 Net cash used in operating activities (671,514) 27,791,100 27,119,586 Net cash used in investing activities (379,500,000) — (379,500,000) Net cash provided by financing activities 382,195,337 (27,791,100) 354,404,237 Net change in cash $ 2,023,823 — $ 2,023,823 In addition, the impact to the balance sheet dated October 2, 2020, filed on Form 8-K on October 8, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $27.8 million increase to the derivative warrant liabilities line item at October 2, 2020 and offsetting decrease to the Class A ordinary shares subject to possible redemption mezzanine equity line item. There is no change to total shareholders’ equity at the reported balance sheet date. As of October 2, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 383,038,513 $ — $ 383,038,513 Liabilities and shareholders’ equity Total current liabilities $ 902,681 $ — $ 902,681 Deferred underwriting commissions 13,282,500 — 13,282,500 Derivative warrant liabilities — 27,791,100 27,791,100 Total liabilities 14,185,181 27,791,100 41,976,281 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 363,853,330 (27,791,100) 336,062,230 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 157 278 435 Class B ordinary shares - $0.0001 par value 949 — 949 Additional paid-in-capital 5,061,644 998,449 6,060,093 Accumulated deficit (62,748) (998,727) (1,061,475) Total shareholders’ equity 5,000,002 — 5,000,002 Total liabilities and shareholders’ equity $ 383,038,513 $ — $ 383,038,513

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 had $1,437 in cash equivalents held in the Trust Account as of December 31, 2020. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 12,650,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,060,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants was initially measured using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model as of each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has subsequently been measured based on the listed market price of such warrants. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion offering costs allocated to the public shares has been charged to shareholders’ equity. Offering costs totaled $21,198,920 (consisting of $7,590,000 of underwriting fee, $13,282,500 of deferred underwriting fee, $626,420 of other offering costs and $300,000 of reimbursed offering costs), of which $998,727 was charged to expense and $20,200,193 was charged to shareholders’ equity upon completion of the Initial Public Offering. 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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, an aggregate of 30,212,716 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 19,710,000 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the gain on marketable securities, dividends, and interest held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account, resulting in net income of $79,492 for the period from August 7, 2020 (inception) through December 31, 2020, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net loss of approximately $35 million, less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the period. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 30, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. 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 subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Dec. 31, 2020
Initial Public Offering
Initial Public Offering	Note 4 — Initial Public Offering On October 2, 2020, the Company consummated its Initial Public Offering of 37,950,000 Units, including 4,950,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $379.5 million, and incurring offering costs of approximately $21.1 million, inclusive of approximately $13.3 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

Related Party Transactions

Related Party Transactions	5 Months Ended
	Dec. 31, 2020
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On August 7, 2020, the Sponsor paid $25,000 to cover certain offering costs in consideration for 25,000 ordinary shares, par value $1.00 per share, of which 3,261 ordinary shares are subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriters. The Company amended its Memorandum and Articles of Association to designate the 25,000 ordinary shares into 9,487,500 Class B ordinary shares, par value $0.0001, prior to the consummation of the Initial Public Offering (the “Founder Shares”). Up to 1,237,500 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters fully exercised the over-allotment option on October 2, 2020; thus, these Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private placement warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,060,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.6 million. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Sponsor loan On August 7, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. As of October 2, 2020, the Company borrowed approximately $195,000 under the Note and fully repaid to Note on November 2, 2020. Working capital loans In addition, 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative support agreement Commencing on the date the Company’s securities are first listed on Nasdaq, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. On January 28, 2021, the Company entered into an Administrative Services Agreement with Qell Operational Holdings LLC (“Holdings”), an affiliate of the Sponsor, pursuant to which Holdings will provide certain administrative services to the Company and the Company will reimburse Holdings up to $50,000 a month, subject to adjustment in accordance with the terms of the agreement. In connection therewith, the Company terminated the Administrative Services Agreement between the Company and the Sponsor dated October 2, 2020.

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
	Dec. 31, 2020
Commitments and Contingencies
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 4,950,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on October 2, 2020. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $7.6 million in the aggregate, paid upon the closing of the Initial Public Offering. The underwriters reimbursed $300,000 for certain offering costs to the Company. In addition, $0.35 per unit, or approximately $13.3 million in the aggregate will be payable to certain of the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, 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.

Derivative Warrant Liabilities

Derivative Warrant Liabilities	5 Months Ended
	Dec. 31, 2020
Derivative Warrant Liabilities
Derivative Warrant Liabilities	Note 7 — Derivative Warrant Liabilities As of December 31, 2020, there was an aggregate of 19,710,000 Public Warrants and Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of  (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of at $11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if  (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and 18.00 per share redemption trigger prices described below under “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company (except as described below) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering. Redemptions for warrants for cash when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days' prior written notice of redemption; and · if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑ trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it 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 for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; · if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before sending the notice of redemption to the warrant holders; and · if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Shareholders' Equity

Shareholders' Equity	5 Months Ended
	Dec. 31, 2020
Shareholders' Equity
Shareholders' Equity	Note 8 — Shareholders’ Equity Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of December 31, 2020, there were no preference shares issued or outstanding. Class A ordinary shares— The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2020, there were 1,587,764 Class A ordinary shares issued or outstanding, excluding 36,362,236 Class A ordinary shares subject to possible redemption. Class B ordinary shares— The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2020, there were 9,487,500 Class B ordinary shares issued or outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of  (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering, plus the sum of 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 the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s founding team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

Fair Value Measurements

Fair Value Measurements	5 Months Ended
	Dec. 31, 2020
Fair Value Measurements
Fair Value Measurements	Note 9 — Fair Value Measurements The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - $ 379,578,055 $ — $ — U.S. Treasury Securities (1) Liabilities: Derivative warrant liabilities $ 39,468,000 $ — $ 22,027,200 (1) Excludes $1,437 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in November 2020, when the Public Warrants were separately listed and traded. Level 1 instruments include investments in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants was initially measured using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model as of each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has been measured based on the listed market price of such warrants, a Level 1 measurement, since November 2020. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $33.7 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of October 2, As of December 31, 2020 2020 Exercise price 11.50 11.50 Stock Price 9.66 12.29 Option term (in years) 5.50 5.50 Volatility 22.20 % 25 % Risk-free interest rate 0.33 % 0.43 % The change in the fair value of the derivative warrant liabilities for the period from August 7, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities as of October 2, 2020 $ 27,791,100 Change in fair value of derivative warrant liabilities 33,704,100 Derivative warrant liabilities as of December 31, 2020 $ 61,495,200

Subsequent Events

Subsequent Events	5 Months Ended
	Dec. 31, 2020
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this evaluation, the Company identified the following subsequent events for disclosure in addition to Notes 2. On January 28, 2021, the Company entered into an Administrative Services Agreement with Holdings, pursuant to which Holdings will provide certain administrative services to the Company and the Company will reimburse Holdings up to $50,000 a month, subject to adjustment in accordance with the terms of the agreement. In connection therewith, the Company terminated the Administrative Services Agreement between the Company and the Sponsor dated October 2, 2020 . On March 30, 2021, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Qell DutchCo B.V., a Netherlands limited liability company and wholly owned subsidiary of Sponsor (“Holdco”), Queen Cayman Merger LLC, a Cayman Islands limited liability company (“Merger Sub”), and Lilium GmbH, a German limited liability company ( “Lilium”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, the consideration to be received by the shareholders of Lilium in connection with the transactions contemplated under the Business Combination Agreement shall be an aggregate number of Holdco Ordinary Shares equal to (a) $2,400,000,000, divided by (b) $10.00. Each shareholder of the Company will receive one Holdco Ordinary Share per the Company ordinary share, as set forth above. Cash held in the trust account net of redemptions and the proceeds of the Private Placement (as defined below), less the transaction costs of the Business Combination, will be received by Sponsor and used for general corporate purposes after the Business Combination. Concurrently with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements with certain investors (collectively, the “ Private Placement Investors ”) pursuant to which, among other things, such investors agreed to subscribe for and purchase and Holdco agreed to issue and sell to such investors, 45,000,000 Holdco Ordinary Shares (the “ Private Placement Shares ”), for an aggregate of $450,000,000 (the “ Private Placement ”) in proceeds. The closing of the Private Placement is contingent upon, among other things, the substantially concurrent consummation of the Business Combination and related transactions.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	5 Months Ended
	Dec. 31, 2020
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000, and investments held in Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 had $1,437 in cash equivalents held in the Trust Account as of December 31, 2020.
Derivative Warrant liabilities	Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The 12,650,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,060,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants was initially measured using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model as of each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has subsequently been measured based on the listed market price of such warrants.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Fair Value Measurement	Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Fair Value of Financial Instruments	Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets, other than for investments in open-ended money market funds with published daily NAV, in which case the Company uses NAV as a practical expedient to fair value. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated on a relative fair value basis between shareholders’ equity and expense. The portion offering costs allocated to the public shares has been charged to shareholders’ equity. Offering costs totaled $21,198,920 (consisting of $7,590,000 of underwriting fee, $13,282,500 of deferred underwriting fee, $626,420 of other offering costs and $300,000 of reimbursed offering costs), of which $998,727 was charged to expense and $20,200,193 was charged to shareholders’ equity upon completion of the Initial Public Offering.
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 FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, an aggregate of 30,212,716 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 19,710,000 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the gain on marketable securities, dividends, and interest held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account, resulting in net income of $79,492 for the period from August 7, 2020 (inception) through December 31, 2020, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net loss of approximately $35 million, less income attributable to Class A ordinary shares by the weighted average number of Class B ordinary shares outstanding for the period.
Income Taxes	Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 30, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. 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 subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	5 Months Ended
	Dec. 31, 2020
Restatement of Previously Issued Financial Statements
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]	As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 382,118,393 $ — $ 382,118,393 Liabilities and Shareholders’ Equity Total current liabilities $ 213,528 $ — $ 213,528 Deferred underwriting commissions 13,282,500 — 13,282,500 Derivative warrant liabilities — 61,495,200 61,495,200 Total liabilities 13,496,028 61,495,200 74,991,228 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 363,622,360 (61,495,200) 302,127,160 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 159 615 774 Class B ordinary shares - $0.0001 par value 949 — 949 Additional paid-in-capital 5,292,612 34,702,212 39,994,824 Accumulated deficit (293,715) (34,702,827) (34,996,542) Total shareholders’ equity 5,000,005 — 5,000,005 Total liabilities and shareholders’ equity $ 382,118,393 $ — $ 382,118,393 For The Period From August 7, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (373,207) $ — $ (373,207) Other (expense) income: Change in fair value of derivative warrant liabilities — (33,704,100) (33,704,100) Offering costs - derivative warrant liabilities (998,727) (998,727) Income earned on investments in Trust Account 79,492 — 79,492 Total other (expense) income 79,492 (34,702,827) (34,623,335) Net loss $ (293,715) $ (34,702,827) $ (34,996,542) Basic and Diluted weighted-average Class A ordinary shares outstanding 37,950,000 — 37,950,000 Basic and Diluted net income per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 9,016,071 — 9,016,071 Basic and Diluted net loss per Class B share $ (0.04) (3.84) $ (3.88) For The Period From August 7, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (293,715) $ (34,702,827) $ (34,996,542) Change in fair value of derivative warrant liabilities — 61,495,200 61,495,200 Offering costs - derivative warrant liabilities — 997,727 998,727 Net cash used in operating activities (671,514) 27,791,100 27,119,586 Net cash used in investing activities (379,500,000) — (379,500,000) Net cash provided by financing activities 382,195,337 (27,791,100) 354,404,237 Net change in cash $ 2,023,823 — $ 2,023,823 As of October 2, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 383,038,513 $ — $ 383,038,513 Liabilities and shareholders’ equity Total current liabilities $ 902,681 $ — $ 902,681 Deferred underwriting commissions 13,282,500 — 13,282,500 Derivative warrant liabilities — 27,791,100 27,791,100 Total liabilities 14,185,181 27,791,100 41,976,281 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 363,853,330 (27,791,100) 336,062,230 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 157 278 435 Class B ordinary shares - $0.0001 par value 949 — 949 Additional paid-in-capital 5,061,644 998,449 6,060,093 Accumulated deficit (62,748) (998,727) (1,061,475) Total shareholders’ equity 5,000,002 — 5,000,002 Total liabilities and shareholders’ equity $ 383,038,513 $ — $ 383,038,513

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	5 Months Ended
	Dec. 31, 2020
Fair Value Measurements
Schedule of financial assets and financial liabilities that are measured at fair value on a recurring basis	Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - $ 379,578,055 $ — $ — U.S. Treasury Securities (1) Liabilities: Derivative warrant liabilities $ 39,468,000 $ — $ 22,027,200 Excludes $1,437 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value.
Schedule of quantitative information regarding Level 3 fair value measurements inputs	As of October 2, As of December 31, 2020 2020 Exercise price 11.50 11.50 Stock Price 9.66 12.29 Option term (in years) 5.50 5.50 Volatility 22.20 % 25 % Risk-free interest rate 0.33 % 0.43 %
Schedule of change in the fair value of the warrant liabilities	Derivative warrant liabilities as of October 2, 2020 $ 27,791,100 Change in fair value of derivative warrant liabilities 33,704,100 Derivative warrant liabilities as of December 31, 2020 $ 61,495,200

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)	Dec. 31, 2020	Oct. 31, 2020	Oct. 02, 2020	Dec. 31, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10			$ 10	$ 10
Gross proceeds from sale of units					$ 361,663,500
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account					80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination					50.00%
Minimum net tangible assets upon consummation of the Business Combination	$ 5,000,001			$ 5,000,001	$ 5,000,001
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent					15.00%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%
Threshold business days for redemption of public shares					10 days
Maximum Allowed Dissolution Expenses					$ 100,000
Cash and Cash Equivalents, at Carrying Value	2,023,823			2,023,823	2,023,823
Working capital	2,300,000			$ 2,300,000	$ 2,300,000
Sponsor | Founder Shares
Subsidiary, Sale of Stock [Line Items]
Loan from the Sponsor	$ 195,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued		37,950,000	37,950,000
Share price			$ 10
Gross proceeds from sale of units			$ 379,500,000
Offering costs incurred		$ 500,000	21,100,000
Deferred underwriting commissions			$ 13,300,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			7,060,000
Price of warrant			$ 1.50
Proceeds from issuance , gross			$ 10,600,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	7,060,000			7,060,000	7,060,000
Price of warrant	$ 1.50			$ 1.50	$ 1.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued		4,950,000	4,950,000	4,950,000
Share price		$ 10	$ 10

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($)	Dec. 31, 2020	Oct. 02, 2020	Sep. 30, 2020	Sep. 26, 2020	Aug. 31, 2020
Balance Sheet
Total assets	$ 382,118,393	$ 383,038,513
Liabilities and Shareholders' Equity
Total current liabilities	213,528	902,681
Deferred underwriting commissions	13,282,500	13,282,500
Derivative warrant liabilities	61,495,200	27,791,100
Total liabilities	74,991,228	41,976,281
Shareholders' equity
Preference shares - $0.0001 par value
Additional paid-in-capital	39,994,824	6,060,093
Accumulated deficit	(34,996,542)	(1,061,475)
Total shareholders' equity	5,000,005	5,000,002
Total liabilities and shareholders' equity	$ 382,118,393	$ 383,038,513
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
As Previously Reported | Restatement of warrants as derivative liabilities
Balance Sheet
Total assets	$ 382,118,393	$ 383,038,513
Liabilities and Shareholders' Equity
Total current liabilities	213,528	902,681
Deferred underwriting commissions	13,282,500	13,282,500
Total liabilities	13,496,028	14,185,181
Shareholders' equity
Additional paid-in-capital	5,292,612	5,061,644
Accumulated deficit	(293,715)	(62,748)
Total shareholders' equity	5,000,005	5,000,002
Total liabilities and shareholders' equity	382,118,393	383,038,513
Restatement Adjustment | Restatement of warrants as derivative liabilities
Liabilities and Shareholders' Equity
Derivative warrant liabilities	61,495,200	27,791,100
Total liabilities	61,495,200	27,791,100
Shareholders' equity
Additional paid-in-capital	34,702,212	998,449
Accumulated deficit	(34,702,827)	(998,727)
Class A Common Stock
Liabilities and Shareholders' Equity
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	302,127,160
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	774	435
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	774	$ 435
Total shareholders' equity	$ 774
Ordinary shares, par value	$ 0.0001	$ 0.0001	0.0001	$ 0.0001	0.0001
Class A Common Stock | As Previously Reported | Restatement of warrants as derivative liabilities
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	$ 159	$ 157
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	159	157
Class A Common Stock | Restatement Adjustment | Restatement of warrants as derivative liabilities
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	615	278
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	615	278
Class A Common Stock Subject to Redemption
Liabilities and Shareholders' Equity
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	$ 302,127,160	$ 336,062,230
Shareholders' equity
Common stock subject to possible redemption, par value	$ 0.0001	$ 0.0001
Class A Common Stock Subject to Redemption | As Previously Reported | Restatement of warrants as derivative liabilities
Liabilities and Shareholders' Equity
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	$ 363,622,360	$ 363,853,330
Class A Common Stock Subject to Redemption | Restatement Adjustment | Restatement of warrants as derivative liabilities
Liabilities and Shareholders' Equity
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	(61,495,200)	(27,791,100)
Class B Common Stock
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	949	949
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	949	$ 949
Total shareholders' equity	$ 949
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class B Common Stock | As Previously Reported | Restatement of warrants as derivative liabilities
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	$ 949	$ 949
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	$ 949	$ 949

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements - Statement of Operations and Comprehensive Loss (Details)	5 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Statement of Operations and Comprehensive Loss
Loss from operations	$ (373,207)
Other (expense) income:
Change in fair value of derivative warrant liabilities	(33,704,100)
Offering costs - derivative warrant liabilities	998,727
Income earned on investments in Trust Account	79,492
Total other (expense) income	(34,623,335)
Net loss	(34,996,542)
As Previously Reported | Restatement of warrants as derivative liabilities
Statement of Operations and Comprehensive Loss
Loss from operations	(373,207)
Other (expense) income:
Offering costs - derivative warrant liabilities	(998,727)
Income earned on investments in Trust Account	79,492
Total other (expense) income	79,492
Net loss	(293,715)
Restatement Adjustment | Restatement of warrants as derivative liabilities
Other (expense) income:
Change in fair value of derivative warrant liabilities	(33,704,100)
Offering costs - derivative warrant liabilities	(998,727)
Total other (expense) income	(34,702,827)
Net loss	(34,702,827)
Class A Common Stock
Other (expense) income:
Net loss	$ 79,492
Basic and Diluted weighted-average ordinary shares outstanding | shares	37,950,000
Class A Common Stock | As Previously Reported | Restatement of warrants as derivative liabilities
Other (expense) income:
Basic and Diluted weighted-average ordinary shares outstanding | shares	37,950,000
Class B Common Stock
Other (expense) income:
Net loss	$ (35,000,000)
Basic and Diluted weighted-average ordinary shares outstanding | shares	9,016,071
Basic and Diluted net loss share | $ / shares	$ (3.88)
Class B Common Stock | As Previously Reported | Restatement of warrants as derivative liabilities
Other (expense) income:
Basic and Diluted weighted-average ordinary shares outstanding | shares	9,016,071
Basic and Diluted net loss share | $ / shares	$ (0.04)
Class B Common Stock | Restatement Adjustment | Restatement of warrants as derivative liabilities
Other (expense) income:
Basic and Diluted net loss share | $ / shares	$ (3.84)

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements - Statement of Cash Flows (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (34,996,542)
Change in fair value of derivative warrant liabilities	61,495,200
Offering costs	998,727
Net cash used in operating activities	27,119,586
Net cash used in investing activities	(379,500,000)
Net cash provided by financing activities	354,404,237
Net change in cash	2,023,823
As Previously Reported | Restatement of warrants as derivative liabilities
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(293,715)
Net cash used in operating activities	(671,514)
Net cash used in investing activities	(379,500,000)
Net cash provided by financing activities	382,195,337
Net change in cash	2,023,823
Restatement Adjustment | Restatement of warrants as derivative liabilities
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(34,702,827)
Change in fair value of derivative warrant liabilities	61,495,200
Offering costs	997,727
Net cash used in operating activities	27,791,100
Net cash provided by financing activities	$ (27,791,100)

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements - Impact on Balance Sheet (Details) - USD ($)	Oct. 02, 2020	Dec. 31, 2020	Sep. 30, 2020	Sep. 26, 2020	Aug. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Public and private warrants as liabilities at fair value	$ 27,800,000
Balance Sheet
Total assets	383,038,513	$ 382,118,393
Liabilities and Shareholders' Equity
Total current liabilities	902,681	213,528
Deferred underwriting commissions	13,282,500	13,282,500
Derivative warrant liabilities	27,791,100	61,495,200
Total liabilities	41,976,281	74,991,228
Shareholders' equity
Preference shares - $0.0001 par value
Additional paid-in-capital	6,060,093	39,994,824
Accumulated deficit	(1,061,475)	(34,996,542)
Total shareholders' equity	5,000,002	5,000,005
Total liabilities and shareholders' equity	$ 383,038,513	$ 382,118,393
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
As Previously Reported | Restatement of warrants as derivative liabilities
Balance Sheet
Total assets	$ 383,038,513	$ 382,118,393
Liabilities and Shareholders' Equity
Total current liabilities	902,681	213,528
Deferred underwriting commissions	13,282,500	13,282,500
Total liabilities	14,185,181	13,496,028
Shareholders' equity
Additional paid-in-capital	5,061,644	5,292,612
Accumulated deficit	(62,748)	(293,715)
Total shareholders' equity	5,000,002	5,000,005
Total liabilities and shareholders' equity	383,038,513	382,118,393
Restatement Adjustment | Restatement of warrants as derivative liabilities
Liabilities and Shareholders' Equity
Derivative warrant liabilities	27,791,100	61,495,200
Total liabilities	27,791,100	61,495,200
Shareholders' equity
Additional paid-in-capital	998,449	34,702,212
Accumulated deficit	(998,727)	(34,702,827)
Class A Common Stock
Liabilities and Shareholders' Equity
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		302,127,160
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	435	774
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	$ 435	774
Total shareholders' equity		$ 774
Ordinary shares, par value	$ 0.0001	$ 0.0001	0.0001	$ 0.0001	0.0001
Class A Common Stock | As Previously Reported | Restatement of warrants as derivative liabilities
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	$ 157	$ 159
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	157	159
Class A Common Stock | Restatement Adjustment | Restatement of warrants as derivative liabilities
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	278	615
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	278	615
Class A Common Stock Subject to Redemption
Liabilities and Shareholders' Equity
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	$ 336,062,230	$ 302,127,160
Shareholders' equity
Common stock subject to possible redemption, par value	$ 0.0001	$ 0.0001
Class A Common Stock Subject to Redemption | As Previously Reported | Restatement of warrants as derivative liabilities
Liabilities and Shareholders' Equity
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	$ 363,853,330	$ 363,622,360
Class A Common Stock Subject to Redemption | Restatement Adjustment | Restatement of warrants as derivative liabilities
Liabilities and Shareholders' Equity
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	(27,791,100)	(61,495,200)
Class B Common Stock
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	949	949
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	$ 949	949
Total shareholders' equity		$ 949
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Class B Common Stock | As Previously Reported | Restatement of warrants as derivative liabilities
Shareholders' equity
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,737,284 shares issued and outstanding (excluding 30,212,716 shares subject to possible redemption)	$ 949	$ 949
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding	$ 949	$ 949

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	5 Months Ended
	Dec. 31, 2020	Oct. 02, 2020
Cash equivalents	$ 1,437
NAV per Unit	$ 1
Offering costs	$ 7,699,471
Deferred underwriting commissions	13,282,500	$ 13,282,500
Net income	(34,996,542)
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Statutory tax rate (as a percent)	0.00%
Public Warrants
Warrants issued	12,650,000
Private Placement Warrants
Warrants issued	7,060,000
Warrants
Warrants to purchase common stock	19,710,000
Class B Common Stock
Net income	$ (35,000,000)
Class A Common Stock
Common shares, outstanding, subject to possible redemption	30,212,716
Net income	$ 79,492
Initial Public Offering
Offering costs	21,198,920
Underwriting fee	7,590,000
Deferred underwriting commissions	13,282,500
Other offering costs	626,420
Reimbursed offering costs	300,000
Offering costs charged to expense	998,727
Offering costs charged to shareholders' equity	$ 20,200,193

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Oct. 31, 2020	Oct. 02, 2020	Dec. 31, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Price per share			$ 10	$ 10
Deferred underwriting commissions			$ 13.3	$ 13.3
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued	37,950,000	37,950,000
Price per share		$ 10
Gross proceeds from sale of units	$ 379.5	$ 379.5
Offering costs incurred	0.5	$ 21.1
Deferred underwriting commissions	$ 13.3
Number of shares in a unit				1
Ordinary shares, par value		$ 0.0001
Number of warrants in a unit				0.33
Number of shares issuable per warrant			1	1
Exercise price of warrants		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	4,950,000	4,950,000	4,950,000
Price per share	$ 10	$ 10

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)	Dec. 31, 2020USD ($)$ / sharesshares	Oct. 31, 2020Dshares	Oct. 02, 2020$ / sharesshares	Aug. 07, 2020USD ($)shares	Dec. 31, 2020USD ($)D$ / sharesshares	Sep. 30, 2020$ / shares	Sep. 26, 2020$ / shares	Aug. 31, 2020$ / shares
Related Party Transaction [Line Items]
Issuance of ordinary shares, value | $	$ 25,000				$ 25,000
Over-allotment option
Related Party Transaction [Line Items]
Weighted average shares subject to forfeiture				3,261
Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued					9,487,500
Issuance of ordinary shares, value | $					$ 949
Ordinary shares, par value | $ / shares	$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued	9,487,500				9,487,500
Common shares, shares outstanding	9,487,500				9,487,500
Sponsor
Related Party Transaction [Line Items]
Number of shares issued		25,000		25,000
Issuance of ordinary shares, value | $				$ 25,000
Founder Shares | Over-allotment option
Related Party Transaction [Line Items]
Weighted average shares subject to forfeiture			0
Founder Shares | Class B Common Stock
Related Party Transaction [Line Items]
Ordinary shares, par value | $ / shares	$ 0.0001				$ 0.0001
Weighted average shares subject to forfeiture	1,237,500				1,237,500
Common shares, shares outstanding	9,487,500				9,487,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Share dividend				1
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination					1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D					30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Oct. 02, 2020	Dec. 31, 2020	Dec. 31, 2020	Aug. 07, 2020
Related Party Transaction [Line Items]
Payments for office space and administrative support services per month		$ 10,000
Private Placement
Related Party Transaction [Line Items]
Number of warrants to purchase shares issued	7,060,000
Price of warrant	$ 1.50
Proceeds from issuance , gross	$ 10,600,000
Exercise price of warrant	$ 11.50
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Notes payable - related party	$ 195,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note		$ 1,500,000	$ 1,500,000
Related Party Loans | Private Placement
Related Party Transaction [Line Items]
Price of warrant		$ 1.50	$ 1.50
Holdings
Related Party Transaction [Line Items]
Expenses per month			$ 50,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Oct. 31, 2020	Oct. 02, 2020	Dec. 31, 2020	Dec. 31, 2020
Granted term			45 days
Underwriting cash discount per unit				$ 0.20
Underwriter cash discount				$ 7,600,000
Aggregate underwriter cash discount				$ 300,000
Deferred fee per unit			$ 0.35	$ 0.35
Deferred underwriting fee payable			$ 13,300,000	$ 13,300,000
Over-allotment option
Number of units issued	4,950,000	4,950,000	4,950,000
Initial Public Offering
Number of units issued	37,950,000	37,950,000
Deferred underwriting fee payable	$ 13,300,000
Deferred underwriting commissions		$ 13,300,000

Derivative Warrant Liabilities

Derivative Warrant Liabilities (Details)	3 Months Ended	5 Months Ended
	Dec. 31, 2020$ / sharesshares	Dec. 31, 2020DUSD ($)$ / sharesshares
Class of Warrant or Right [Table]
Debt Instrument, Convertible, Threshold Consecutive Trading Days | $		10
Warrants
Class of Warrant or Right [Table]
Warrants issued | shares		19,710,000
Warrants outstanding | shares	19,710,000	19,710,000
Public Warrants exercisable term after the completion of a business combination		30 days
Warrant exercise period condition one	30 years
Warrant exercise period condition two	12 months
Maximum period after business combination in which to file registration statement		20 days
Period of time within which registration statement is expected to become effective		60 days
Threshold issue price per share	$ 9.20	$ 9.20
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)		100.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50	$ 11.50
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115.00%
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent)		180.00%
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares	0.361	0.361
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Table]
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Table]
Stock price trigger for redemption of public warrants (in dollars per share)		$ 10
Private Placement Warrants
Class of Warrant or Right [Table]
Warrants issued | shares		7,060,000
Public Warrants
Class of Warrant or Right [Table]
Warrants issued | shares		12,650,000
Public Warrants expiration term	5 years	5 years
Threshold trading days determining volume weighted average price		20 days
Percentage of gross proceeds on total equity proceeds		60.00%
Threshold issue price per share	$ 9.20	$ 9.20
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Table]
Warrant redemption condition minimum share price		18
Redemption price per public warrant (in dollars per share)		$ 0.01
Threshold trading days for redemption of public warrants | D		20
Threshold consecutive trading days for redemption of public warrants | D		30
Redemption period		30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Table]
Warrant redemption condition minimum share price		$ 10
Warrant redemption condition minimum share price scenario two		18
Redemption price per public warrant (in dollars per share)		$ 0.10

Shareholders' Equity - Preferre

Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2020	Oct. 02, 2020	Sep. 30, 2020	Aug. 31, 2020
Shareholders' Equity
Preferred shares, shares authorized	1,000,000		1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0		0	0
Preferred shares, shares outstanding	0

Shareholders' Equity - Common S

Shareholders' Equity - Common Stock Shares (Details)	5 Months Ended
	Dec. 31, 2020Vote$ / sharesshares	Oct. 02, 2020$ / shares	Sep. 30, 2020$ / sharesshares	Sep. 26, 2020$ / sharesshares	Aug. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Common shares, votes per share | Vote	1
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	200,000,000		200,000,000	200,000,000	200,000,000
Common shares, par value, (per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	7,737,284
Common shares, shares issued (in shares)	1,587,764
Common shares, shares outstanding (in shares)	1,587,764
Class A common stock subject to possible redemption, issued (in shares)	30,212,716
Shares subject to possible redemption	36,362,236
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	20,000,000		20,000,000	20,000,000	20,000,000
Common shares, par value, (per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	9,487,500
Common shares, shares outstanding (in shares)	9,487,500
Ratio to be applied to the stock in the conversion	20

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Dec. 31, 2020	Oct. 02, 2020
Liabilities:
Derivative warrant liabilities	$ 61,495,200	$ 27,791,100
Money Market Funds
Assets:
Investments held in Trust Account	1,437
Level 1 | Recurring
Liabilities:
Derivative warrant liabilities	39,468,000
Level 1 | U.S. Treasury Securities | Recurring
Assets:
Investments held in Trust Account	379,578,055
Level 3 | Recurring
Liabilities:
Derivative warrant liabilities	$ 22,027,200

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details)	5 Months Ended
	Dec. 31, 2020USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of derivative warrant liabilities	$ (33,704,100)
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of derivative warrant liabilities	$ 33,700,000
Level 3 | Dividend rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Dec. 31, 2020	Oct. 02, 2020
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	11.50	11.50
Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	12.29	9.66
Option term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.50	5.50
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	25	22.20
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.43	0.33

Fair Value Measurements - Chang

Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3	3 Months Ended
	Dec. 31, 2020USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Derivative warrant liabilities as of October 2, 2021	$ 27,791,100
Change in fair value of derivative warrant liabilities	33,704,100
Derivative warrant liabilities as of December 31, 2020	$ 61,495,200

Subsequent Events - (Details)

Subsequent Events - (Details) - USD ($)	Mar. 30, 2021	Jan. 28, 2021	Dec. 31, 2020
Holdings
Subsequent Event [Line Items]
Expenses per month			$ 50,000
Subsequent Event [Member] | Holdings
Subsequent Event [Line Items]
Expenses per month		$ 50,000
Subsequent Event [Member] | Business Combination Agreement [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock	$ 2,400,000,000
Sale of Stock, Price Per Share	$ 10
Subsequent Event [Member] | Private Placement Investors [member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	45,000,000
Proceeds from Issuance of Common Stock	$ 450,000,000