Cover Page
Cover Page - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Mar. 05, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | Empower Ltd. | |
Document Type | 10-K/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 250,250,000 | |
Amendment Flag | true | |
Entity Central Index Key | 0001822928 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Transition Report | false | |
Entity File Number | 001-39599 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Interactive Data Current | Yes | |
Amendment Description | Empower Ltd. (the “Company,” “we”, “our” or “us”) is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Amendment, to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 8, 2021, or the Original Filing, to restate our financial statements as of and for the year ended December 31, 2020. We are also restating the financial statement as of October 9, 2020 in the accompanying financial statements included in this Annual Report (collectively, the “Original Financial Statements”). The restatement primarily relates to consideration of the factors in determining whether to classify contracts that may be settled in an entity’s own stock as equity of the entity or as an asset or liability in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. In the Original Financial Statements, the Company classified the public warrants and private placement warrants issued in connection with the Company’s initial public offering (the “Warrants”) and the forward purchase agreement as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the Warrants and the forward purchase agreement are precluded from equity classification. As a result, the Warrants and the forward purchase agreement should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations. As a result, on May 17, 2021, after consultation with Marcum LLP, the Company’s independent registered public accounting firm, the Company’s audit committee concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the classification error. The Company’s accounting for the Warrants and the forward purchase agreement as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, cash flows or cash. The Company has not amended its Current Report on Form 8-K filed on October 16, 2020 for the period affected by the restatement. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1 and 32.1) to this Amendment under Item 15 of Part IV hereof. Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. | |
Entity Address, State or Province | NY | |
ICFR Auditor Attestation Flag | false | |
Document Annual Report | true | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current Assets | |
Cash | $ 1,080,629 |
Prepaid expenses | 379,166 |
Total Current Assets | 1,459,795 |
Cash and marketable securities held in trust account | 250,052,906 |
Total Assets | 251,512,701 |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
Current liabilities - accrued expenses | 173,873 |
Warrant liability | 15,090,000 |
Forward purchase agreement liability | 2,050,000 |
Deferred underwriting fee payable | 8,750,000 |
Total Liabilities | 26,063,873 |
Commitments | |
Class A ordinary shares subject to possible redemption, 22,040,218 shares at redemption value | 220,448,820 |
Shareholders' Equity | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 9,442,981 |
Accumulated deficit | (4,443,894) |
Total Shareholders' Equity | 5,000,008 |
Total Liabilities and Shareholders' Equity | 251,512,701 |
Class A ordinary shares | |
Shareholders' Equity | |
Ordinary shares value | 296 |
Total Shareholders' Equity | 296 |
Class B ordinary shares | |
Shareholders' Equity | |
Ordinary shares value | 625 |
Total Shareholders' Equity | $ 625 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Class A ordinary shares subject to possible redemption, shares | 22,040,218 |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares, authorized | 5,000,000 |
Preference shares, issued | 0 |
Preference shares, outstanding | 0 |
Class A ordinary shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 |
Ordinary shares, issued | 2,959,782 |
Ordinary shares, outstanding | 2,959,782 |
Class B ordinary shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 |
Ordinary shares, issued | 6,250,000 |
Ordinary shares, outstanding | 6,250,000 |
Statement of Operations
Statement of Operations | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Statement of Financial Position [Abstract] | |
Formation and operating costs | $ 273,915 |
Loss from operations | (273,915) |
Other income (expenses): | |
Interest earned on marketable securities held in trust account | 49,118 |
Unrealized gain on marketable securities held in trust account | 3,788 |
Change in fair value of warrant liability | (1,690,000) |
Change in fair value of forward purchase agreement liability | (2,050,000) |
Transaction costs | (482,885) |
Other expenses, net | (4,169,979) |
Net loss | $ (4,443,894) |
Weighted average common stock subject to possible redemption | shares | 22,435,483 |
Basic and diluted net loss per common stock subject to possible redemption | $ / shares | $ 0 |
Weighted average shares outstanding, basic and diluted (in Shares) | shares | 7,850,413 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ / shares | $ (0.58) |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - 4 months ended Dec. 31, 2020 - USD ($) | Total | Additional Paid-in Capital | Retained Earnings | Class A Ordinary Shares | Class B Ordinary Shares |
Balance at beginning at Aug. 18, 2020 | |||||
Balance at beginning (in Shares) at Aug. 18, 2020 | |||||
Issuance of Class B ordinary shares to sponsor | 25,000 | 24,281 | $ 719 | ||
Issuance of Class B ordinary shares to sponsor (in Shares) | 7,187,500 | ||||
Sale of 25,000,000 units, net of underwriting discounts and offering costs | 227,767,722 | 227,765,222 | $ 2,500 | ||
Sale of 25,000,000 units, net of underwriting discounts and offering costs (in Shares) | 25,000,000 | ||||
Sale of 4,666,667 private placement warrants (proceeds received in excess of fair value) | 2,100,000 | 2,100,000 | |||
Forfeiture of founder shares | 94 | $ (94) | |||
Forfeiture of founder shares (in Shares) | (937,500) | ||||
Class A ordinary shares subject to possible redemption | (220,448,820) | (220,446,616) | $ (2,204) | ||
Class A ordinary shares subject to possible redemption (in Shares) | (22,040,218) | ||||
Net loss | (4,443,894) | (4,443,894) | |||
Balance, at ending at Dec. 31, 2020 | $ 5,000,008 | $ 9,442,981 | $ (4,443,894) | $ 296 | $ 625 |
Balance, at ending (in Shares) at Dec. 31, 2020 | 2,959,782 | 6,250,000 |
Statement of Changes in Share_2
Statement of Changes in Shareholders' Equity (Parentheticals) - Class A Ordinary Shares | 4 Months Ended |
Dec. 31, 2020shares | |
Sale of units, net of underwriting discounts | 25,000,000 |
Sale of private placement warrants | 4,666,667 |
Statement of Cash Flows
Statement of Cash Flows | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,443,894) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 |
Interest earned on marketable securities held in trust account | (49,118) |
Unrealized gain on marketable securities held in trust account | (3,788) |
Change in fair value of warrant liability | 1,690,000 |
Change in fair value of forward purchase agreement liability | 2,050,000 |
Transaction costs | 482,885 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (379,166) |
Accrued expenses | 173,873 |
Net cash used in operating activities | (474,208) |
Cash Flows from Investing Activities: | |
Investment of cash in trust account | (250,000,000) |
Net cash used in investing activities | (250,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 245,000,000 |
Proceeds from sale of private placement warrants | 7,000,000 |
Proceeds from promissory note – related party | 150,295 |
Repayment of promissory note – related party | (150,295) |
Payment of offering costs | (445,163) |
Net cash provided by financing activities | 251,554,837 |
Net Change in Cash | 1,080,629 |
Cash – Beginning | |
Cash – Ending | 1,080,629 |
Non-Cash Investing and Financing Activities: | |
Offering costs paid by sponsor in exchange for the issuance of Class B ordinary shares | 20,000 |
Initial classification of Class A ordinary shares subject to possible redemption | 224,354,830 |
Change in value of Class A ordinary shares subject to possible redemption | (3,906,010) |
Deferred underwriting fee payable | $ 8,750,000 |
Description of Organization and
Description of Organization and Business Operations | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Empower Ltd. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 19, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). The Company is not limited to a particular industry or geographic region for purposes of completing an initial business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 19, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering became effective on October 6, 2020. On October 9, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “units” and, with respect to the Class A ordinary shares included in the units sold, the “public shares”), at $10.00 per unit, generating gross proceeds of $250,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “private placement warrants”) at a price of $1.50 per private placement warrant in a private placement to Empower Sponsor Holdings LLC (the “sponsor”), generating gross proceeds of $7,000,000, which is described in Note 5. Transaction costs amounted to $14,215,163, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $465,163 of other offering costs. Following the closing of the Initial Public Offering on October 9, 2020, an amount of $250,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the Initial Public Offering and the sale of the private placement warrants was placed in a trust account (the “trust account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward completing an initial business combination. The Company must complete its initial business combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding any deferred underwriting commissions held in the trust account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-initial business combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect an initial business combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the trust account (initially $10.00 per share), calculated as of two business days prior to the completion of an initial business combination, including any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants. If the Company seeks shareholder approval in connection with an initial business combination, it receives an ordinary resolution under Cayman Islands law approving an initial business combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing an initial business combination. If the Company seeks shareholder approval in connection with an initial business combination, the sponsor has agreed to vote its founder shares (as defined in Note 6) and any public shares purchased in or after the Initial Public Offering in favor of approving an initial business combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve an initial business combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its public shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed an initial business combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of an initial business combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides 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% of the public shares without the Company’s prior written consent. The sponsor has agreed (a) to waive its redemption rights with respect to any founder shares and public shares held by it in connection with the completion of an initial business combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete an initial business combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will have until October 9, 2022 (the “Combination Period”) to complete an initial business combination. If the Company is unable to complete an initial 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 no more than 10 business days thereafter, redeem 100% of the outstanding public shares, at a per-share The sponsor has agreed to waive its liquidation rights with respect to the founder shares if the Company fails to complete an initial business combination within the Combination Period. However, if the sponsor acquires public shares in or after the Initial Public Offering, such public shares will be entitled to liquidating distributions from the trust account if the Company fails to complete an initial business combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the trust account in the event the Company does not complete an initial business combination within the Combination Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per unit ($10.00). The sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 4 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering and the FPA (as defined in Note 7) as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants and the FPA under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants and the FPA are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants and the FPA as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants and the FPA at the end of each reporting period as well as re-evaluate the treatment of the Warrants and the FPA and recognize changes in the fair value of each from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, revenue, operating expenses, cash flows or cash. The following table summarizes the effect of the restatement on each financial statement line item impacted by the restatement and on the number of Class A ordinary shares subject to redemption. As Previously Adjustments As Restated Balance sheet as of October 9 , 2020 Warrant liability — 13,400,000 13,400,000 Forward purchase agreement liability — 50,000 50,000 Total Liabilities $ 8,755,508 $ 13,450,000 $ 22,205,508 Class A Ordinary Shares Subject to Possible Redemption 237,804,830 (13,450,000 ) 224,354,830 Class A Ordinary Shares 122 134 256 Additional Paid-in Capital 5,004,166 532,751 5,536,917 Accumulated Deficit (5,003 ) (532,885 ) (537,888 ) Total Shareholders’ Equity 5,000,004 — 5,000,004 Number of Class A ordinary shares subject to redemption 23,780,483 (1,345,000 ) 22,435,483 Balance sheet as of December 31, 2020 Warrant liability — 15,090,000 15,090,000 Forward purchase agreement liability — 2,050,000 2,050,000 Total Liabilities $ 8,923,873 $ 17,140,000 $ 26,063,873 Ordinary Shares Subject to Possible Redemption 237,588,818 (17,139,998 ) 220,448,820 Class A Ordinary Shares 125 171 296 Additional Paid-in Capital 5,220,269 4,222,712 9,442,981 Accumulated Deficit (221,009 ) (4,222,885 ) (4,443,894 ) Shareholders’ Equity 5,000,010 (2 ) 5,000,008 Number of Class A ordinary shares subject to redemption 23,753,855 (1,713,637 ) 22,040,218 Statement of Operations Period from August 19, 2020 (inception) to December 31, 2020 Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Weighted average shares subject to possible redemption 23,780,483 (1,740,265 ) 22,040,218 Weighted average shares outstanding of basic and diluted shares 7,011,052 839,361 7,850,413 Basic and diluted net loss per ordinary share (0.04 ) (0.58 ) Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020 Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Change in warrant liability — 3,740,000 3,740,000 Allocation of initial public offering costs — 482,885 482,885 Initial classification of warrant liability — 13,450,000 13,450,000 Initial classification of common stock subject to possible redemption 237,804,830 (13,450,000 ) 224,354,830 Change in value of common stock subject to possible redemption (216,012 ) (3,690,000 ) (3,906,012 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the trust account were held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Warrant and FPA Liabilities The Company accounts for the Warrants and the FPA as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and the FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and the FPA are indexed to the Company’s own ordinary shares and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants and the FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and the FPA that do not meet all the criteria for equity classification, liability-classified warrants and the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants and the FPA are recognized as a non-cash gain or loss on the statements of operations. We account for the Warrants and FPA in accordance with ASC 815-40 under which the Warrants and the FPA do not meet the criteria for equity classification and must be required as liabilities. At December 31, 2020, the fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. The fair value of the FPA has been estimated using an adjusted net assets method (see Note 10). Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) Per Common Share Net income ( ) The Company’s statement of operations includes a presentation of income (loss) per share of common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. Year ended December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 46,642 Less: Income taxes and franchise fees — Net income $ 46,642 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 22,435,483 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,443,894 ) Net loss allocable to Common stock subject to possible redemption 46,642 Non-Redeemable Net Loss Denominator: Weighted Average Non-Redeemable Common Stock $ (4,490,536 ) Basic and weighted average shares outstanding 7,850,413 Basic and diluted net loss per share $ (0.58 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 4 Months Ended |
Dec. 31, 2020 | |
Proposed Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 units, at a purchase price of $10.00 per unit. Each unit consists of one Class A ordinary share and one-third |
Private Placement
Private Placement | 4 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the sponsor purchased an aggregate of 4,666,667 private placement warrants at a price of $1.50 per private placement warrant, for an aggregate purchase price of $7,000,000. Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the private placement warrants were added to the net proceeds from the Initial Public Offering held in the trust account. If the Company does not complete an initial business combination within the Combination Period, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares During the period ended August 21, 2020, the sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 shares of Class B ordinary shares (the “founder shares”). The founder shares include an aggregate of up to 937,500 shares subject to forfeiture by the sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of founder shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On November 23, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 937,500 shares. Accordingly, as of November 23, 2020, there are 6,250,000 founder shares issued and outstanding. The sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of an initial business combination; and (B) subsequent to an 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, 30-trading Promissory Note — Related Party On August 21, 2020, the Company issued an unsecured promissory note to the sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with an initial business combination, the sponsor or an affiliate of the sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that an initial 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. 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. The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-initial business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. |
Commitments
Commitments | 4 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7. COMMITMENTS Registration and Shareholders Rights Pursuant to a registration and shareholder rights agreement entered into on October 9, 2020, the holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of the 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 and upon conversion of the founder shares) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of an initial business combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholders rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreement, the Company agreed that it will use its commercially reasonable efforts to (i) within 30 days after the closing of the an initial business combination, file a registration statement with the SEC for a secondary offering of (A) the forward purchase investors’ forward purchase shares, (B) the Class A ordinary shares issuable upon exercise of the forward purchase investors’ forward purchase warrants and (C) any other Class A ordinary shares acquired by the forward purchase investors, including any acquisitions after the Company completes an initial business combination, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 90 days after the closing of an initial business combination and (iii) maintain the effectiveness of such registration statement and to ensure the registration statement does not contain a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the date on which a forward purchase investor ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreement. The Company will bear the cost of registering these securities. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters are entitled to a deferred fee of $0.35 per unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement The Company entered into a forward purchase agreement (the “FPA”) pursuant to which Empower Funding LLC (“Empower Funding”), a newly one-third |
Shareholders' Equity
Shareholders' Equity | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrant Liability
Warrant Liability | 4 Months Ended |
Dec. 31, 2020 | |
Warrant Liability [Abstract] | |
WARRANT LIABILITY | NOTE 9. WARRANT LIABILITY Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a public warrant and will have no obligation to settle such public warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of an initial business combination, it will use its commercially reasonable efforts to file with the SEC a registration statement, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an 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, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per public warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete an initial business combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such public warrants. Accordingly, the public warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an 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 Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of an initial business combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price. The private placement warrants are identical to the public warrants underlying the units sold in the Initial Public Offering, except that the private placement warrants and the Class A ordinary shares issuable upon the exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the private placement warrants will be exercisable on a cashless basis and be non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Cash and marketable securities held in trust account 1 $ 250,052,906 Liabilities: Warrant liability – public warrants 1 9,583,333 Warrant liability – private placement warrants 3 5,506,667 Forward purchase agreement liability 3 2,050,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Public Warrants were valued at the initial measurement date using a Monte Carlo simulation model, and the Private Placement Warrants were valued at all dates using a Modified Black Scholes model, both of which are considered to be a Level 3 fair value measurement. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the public warrants was used as the fair value on the relevant date. Under each of the Modified Black Scholes model and the Monte Carlo simulation model, the primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of the subsequent valuation date was implied from the volatility of Company’s public warrants. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 19, 2020 $ — $ — $ — Initial measurement on October 9, 2020 4,900,000 8,500,000 13,400,000 Change in valuation inputs or other assumptions 606,667 1,083,333 1,690,000 Fair value as of December 31, 2020 $ 5,506,667 $ 9,583,333 $ 15,090,000 The liability for the FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $50 million pursuant to the FPA is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPAs are based on the public trading price of the Units issued in the Company’s IPO. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $50 million fixed commitment is recorded on the financial statements. The primary unobservable input utilized in determining the fair value of the FPAs is the continuous risk free rate commensurate with the remaining term to the initial business combination. The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Liability Fair value, October 6, 2020 $ 50,000 Recognized loss on change in fair value (1) 2,000,000 Fair value, December 31, 2020 $ 2,050,000 (1) Represents the non-cash loss on change in valuation of the FPA liability and is included in Recognized loss on change in fair value of FPA liability on the statement of operations. The key inputs into the models for the Private Placement Warrants, Public Warrants and FPA at initial measurement and for the Private Placement Warrants and FPA at December 31, 2020 were as follows: Input October 9, December 31, Risk-free interest rate 0.45 % 0.51 % Trading days per year 252 252 Expected volatility 17.5 % 16.5 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.54 $ 10.01 |
Subsequent Events
Subsequent Events | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the trust account were held in U.S. Treasury Bills. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Warrant and FPA Liability | Warrant and FPA Liabilities The Company accounts for the Warrants and the FPA as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and the FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and the FPA are indexed to the Company’s own ordinary shares and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants and the FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and the FPA that do not meet all the criteria for equity classification, liability-classified warrants and the FPA are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of such warrants and the FPA are recognized as a non-cash gain or loss on the statements of operations. We account for the Warrants and FPA in accordance with ASC 815-40 under which the Warrants and the FPA do not meet the criteria for equity classification and must be required as liabilities. At December 31, 2020, the fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. The fair value of the FPA has been estimated using an adjusted net assets method (see Note 10). |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income ( ) The Company’s statement of operations includes a presentation of income (loss) per share of common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest. Year ended December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 46,642 Less: Income taxes and franchise fees — Net income $ 46,642 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 22,435,483 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,443,894 ) Net loss allocable to Common stock subject to possible redemption 46,642 Non-Redeemable Net Loss Denominator: Weighted Average Non-Redeemable Common Stock $ (4,490,536 ) Basic and weighted average shares outstanding 7,850,413 Basic and diluted net loss per share $ (0.58 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
Schedule of restatement of previously issued financial statements | As Previously Adjustments As Restated Balance sheet as of October 9 , 2020 Warrant liability — 13,400,000 13,400,000 Forward purchase agreement liability — 50,000 50,000 Total Liabilities $ 8,755,508 $ 13,450,000 $ 22,205,508 Class A Ordinary Shares Subject to Possible Redemption 237,804,830 (13,450,000 ) 224,354,830 Class A Ordinary Shares 122 134 256 Additional Paid-in Capital 5,004,166 532,751 5,536,917 Accumulated Deficit (5,003 ) (532,885 ) (537,888 ) Total Shareholders’ Equity 5,000,004 — 5,000,004 Number of Class A ordinary shares subject to redemption 23,780,483 (1,345,000 ) 22,435,483 Balance sheet as of December 31, 2020 Warrant liability — 15,090,000 15,090,000 Forward purchase agreement liability — 2,050,000 2,050,000 Total Liabilities $ 8,923,873 $ 17,140,000 $ 26,063,873 Ordinary Shares Subject to Possible Redemption 237,588,818 (17,139,998 ) 220,448,820 Class A Ordinary Shares 125 171 296 Additional Paid-in Capital 5,220,269 4,222,712 9,442,981 Accumulated Deficit (221,009 ) (4,222,885 ) (4,443,894 ) Shareholders’ Equity 5,000,010 (2 ) 5,000,008 Number of Class A ordinary shares subject to redemption 23,753,855 (1,713,637 ) 22,040,218 Statement of Operations Period from August 19, 2020 (inception) to December 31, 2020 Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Weighted average shares subject to possible redemption 23,780,483 (1,740,265 ) 22,040,218 Weighted average shares outstanding of basic and diluted shares 7,011,052 839,361 7,850,413 Basic and diluted net loss per ordinary share (0.04 ) (0.58 ) Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020 Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Change in warrant liability — 3,740,000 3,740,000 Allocation of initial public offering costs — 482,885 482,885 Initial classification of warrant liability — 13,450,000 13,450,000 Initial classification of common stock subject to possible redemption 237,804,830 (13,450,000 ) 224,354,830 Change in value of common stock subject to possible redemption (216,012 ) (3,690,000 ) (3,906,012 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted loss per common share | Year ended December 31, 2020 Common stock subject to possible redemption Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 46,642 Less: Income taxes and franchise fees — Net income $ 46,642 Denominator: Weighted Average Common stock subject to possible redemption Basic and diluted weighted average shares outstanding 22,435,483 Basic and diluted net income per share $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (4,443,894 ) Net loss allocable to Common stock subject to possible redemption 46,642 Non-Redeemable Net Loss Denominator: Weighted Average Non-Redeemable Common Stock $ (4,490,536 ) Basic and weighted average shares outstanding 7,850,413 Basic and diluted net loss per share $ (0.58 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of value assets and liabilities measured on recurring basis | Description Level December 31, 2020 Assets: Cash and marketable securities held in trust account 1 $ 250,052,906 Liabilities: Warrant liability – public warrants 1 9,583,333 Warrant liability – private placement warrants 3 5,506,667 Forward purchase agreement liability 3 2,050,000 |
Summary of key inputs into the monte carlo simulation model for the private placement warrants and public warrants | The key inputs into the models for the Private Placement Warrants, Public Warrants and FPA at initial measurement and for the Private Placement Warrants and FPA at December 31, 2020 were as follows: Input October 9, December 31, Risk-free interest rate 0.45 % 0.51 % Trading days per year 252 252 Expected volatility 17.5 % 16.5 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.54 $ 10.01 |
Summary of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of August 19, 2020 $ — $ — $ — Initial measurement on October 9, 2020 4,900,000 8,500,000 13,400,000 Change in valuation inputs or other assumptions 606,667 1,083,333 1,690,000 Fair value as of December 31, 2020 $ 5,506,667 $ 9,583,333 $ 15,090,000 |
Summary of the changes in the fair value of the FPA liability | The following table presents a summary of the changes in the fair value of the FPA liability, a Level 3 liability, measured on a recurring basis. FPA Liability Fair value, October 6, 2020 $ 50,000 Recognized loss on change in fair value (1) 2,000,000 Fair value, December 31, 2020 $ 2,050,000 (1) Represents the non-cash loss on change in valuation of the FPA liability and is included in Recognized loss on change in fair value of FPA liability on the statement of operations. |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Oct. 09, 2020 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | ||
Underwriting fees | $ 5,000,000 | |
Deferred underwriting fees | 8,750,000 | |
Other offering costs | $ 465,163 | |
Business combination, description | business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the trust account (initially $10.00 per share), calculated as of two business days prior to the completion of an initial business combination, including any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants. | |
Net tangible assets | $ 5,000,001 | |
Aggregate public shares, percentage | 15.00% | |
Redeem public shares, percentage | 100.00% | |
Gross proceeds | $ 25,000 | |
Transaction costs | $ 14,215,163 | |
Business combination, description | If the Company is unable to complete an initial 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 no more than 10 business days thereafter, redeem 100% of the outstanding 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of 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 Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business combination, description | The Company must complete its initial business combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding any deferred underwriting commissions held in the trust account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-initial business combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect an initial business combination. | |
Number of units issued in transaction (in Shares) | 25,000,000 | 25,000,000 |
Number of sale per unit (in Dollars per share) | $ 10 | $ 10 |
Transaction costs | $ 250,000,000 | |
IPO [Member] | Trust Account [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Proceeds of sale amount | $ 250,000,000 | |
Per share unit (in Dollars per share) | $ 10 | |
Private Placement Warrant [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Number of units issued in transaction (in Shares) | 4,666,667 | |
Number of sale per unit (in Dollars per share) | $ 1.50 | |
Sponsor [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Gross proceeds | $ 7,000,000 | |
Number of sale per unit (in Dollars per share) | $ 10 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued financial statements - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Oct. 09, 2020 | Aug. 18, 2020 | |
Balance sheet | |||
Warrant liability | $ 15,090,000 | ||
Forward purchase agreement liability | 2,050,000 | ||
Total Liabilities | 26,063,873 | ||
Ordinary Shares Subject to Possible Redemption | 220,448,820 | ||
Additional Paid-in Capital | 9,442,981 | ||
Accumulated Deficit | (4,443,894) | ||
Shareholders' Equity | $ 5,000,008 | ||
Number of Class A ordinary shares subject to redemption | 22,040,218 | ||
Period from August 19, 2020 (inception) to December 31, 2020 (audited) | |||
Net loss | $ (4,443,894) | ||
Weighted average shares subject to possible redemption | 22,435,483 | ||
Weighted average shares outstanding of basic and diluted shares | 7,850,413 | ||
Basic and diluted net loss per ordinary share | $ (0.58) | ||
Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020 (audited) | |||
Net loss | $ (4,443,894) | ||
Change in warrant liability | 1,690,000 | ||
Allocation of initial public offering costs | 482,885 | ||
Initial classification of common stock subject to possible redemption | 224,354,830 | ||
Change in value of common stock subject to possible redemption | (3,906,010) | ||
As Previously Reported [Member] | |||
Balance sheet | |||
Warrant liability | 0 | $ 0 | |
Forward purchase agreement liability | 0 | 0 | |
Total Liabilities | 8,923,873 | 8,755,508 | |
Ordinary Shares Subject to Possible Redemption | 237,588,818 | 237,804,830 | |
Class A Ordinary Shares | 125 | 122 | |
Additional Paid-in Capital | 5,220,269 | 5,004,166 | |
Accumulated Deficit | (221,009) | (5,003) | |
Shareholders' Equity | $ 5,000,010 | $ 5,000,004 | |
Number of Class A ordinary shares subject to redemption | 23,753,855 | 23,780,483 | |
Period from August 19, 2020 (inception) to December 31, 2020 (audited) | |||
Net loss | $ (221,009) | ||
Weighted average shares subject to possible redemption | 23,780,483 | ||
Weighted average shares outstanding of basic and diluted shares | 7,011,052 | ||
Basic and diluted net loss per ordinary share | $ (0.04) | ||
Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020 (audited) | |||
Net loss | $ (221,009) | ||
Change in warrant liability | |||
Allocation of initial public offering costs | |||
Initial classification of warrant liability | |||
Initial classification of common stock subject to possible redemption | 237,804,830 | ||
Change in value of common stock subject to possible redemption | (216,012) | ||
Adjustments [Member] | |||
Balance sheet | |||
Warrant liability | 15,090,000 | $ 13,400,000 | |
Forward purchase agreement liability | 2,050,000 | 50,000 | |
Total Liabilities | 17,140,000 | 13,450,000 | |
Ordinary Shares Subject to Possible Redemption | (17,139,998) | (13,450,000) | |
Class A Ordinary Shares | 171 | 134 | |
Additional Paid-in Capital | 4,222,712 | 532,751 | |
Accumulated Deficit | (4,222,885) | (532,885) | |
Shareholders' Equity | $ (2) | ||
Number of Class A ordinary shares subject to redemption | (1,713,637) | (1,345,000) | |
Period from August 19, 2020 (inception) to December 31, 2020 (audited) | |||
Net loss | $ (4,222,885) | ||
Weighted average shares subject to possible redemption | (1,740,265) | ||
Weighted average shares outstanding of basic and diluted shares | 839,361 | ||
Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020 (audited) | |||
Net loss | $ (4,222,885) | ||
Change in warrant liability | 3,740,000 | ||
Allocation of initial public offering costs | 482,885 | ||
Initial classification of warrant liability | 13,450,000 | ||
Initial classification of common stock subject to possible redemption | (13,450,000) | ||
Change in value of common stock subject to possible redemption | (3,690,000) | ||
As Restated [Member] | |||
Balance sheet | |||
Warrant liability | 15,090,000 | $ 13,400,000 | |
Forward purchase agreement liability | 2,050,000 | 50,000 | |
Total Liabilities | 26,063,873 | 22,205,508 | |
Ordinary Shares Subject to Possible Redemption | 220,448,820 | 224,354,830 | |
Class A Ordinary Shares | 296 | 256 | |
Additional Paid-in Capital | 9,442,981 | 5,536,917 | |
Accumulated Deficit | (4,443,894) | (537,888) | |
Shareholders' Equity | $ 5,000,008 | $ 5,000,004 | |
Number of Class A ordinary shares subject to redemption | 22,040,218 | 22,435,483 | |
Period from August 19, 2020 (inception) to December 31, 2020 (audited) | |||
Net loss | $ (4,443,894) | ||
Weighted average shares subject to possible redemption | 22,040,218 | ||
Weighted average shares outstanding of basic and diluted shares | 7,850,413 | ||
Basic and diluted net loss per ordinary share | $ (0.58) | ||
Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020 (audited) | |||
Net loss | $ (4,443,894) | ||
Change in warrant liability | 3,740,000 | ||
Allocation of initial public offering costs | 482,885 | ||
Initial classification of warrant liability | 13,450,000 | ||
Initial classification of common stock subject to possible redemption | 224,354,830 | ||
Change in value of common stock subject to possible redemption | $ (3,906,012) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) | Dec. 31, 2020 |
Restatement of Previously Issued Financial Statements [Abstract] | |
Percent of tender offer to outstanding shares | 50.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)shares | |
Accounting Policies [Abstract] | |
Warrants to purchase | shares | 13,000,000 |
FDIC insured amount | $ | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common share | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ (4,443,894) |
Basic and diluted weighted average shares outstanding | shares | 7,850,413 |
Basic and diluted net income per share | $ / shares | $ (0.58) |
Common Stock Subject to Possible Redemption [Member] | |
Numerator: Earnings allocable to Common stock subject to possible redemption Interest earned on marketable securities held in Trust Account | $ 46,642 |
Less: Income taxes and franchise fees | |
Net income allocable to shares subject to possible redemption | $ 46,642 |
Numerator: Net Loss minus Net Earnings | |
Basic and diluted weighted average shares outstanding | shares | 22,435,483 |
Basic and diluted net income per share | $ / shares | $ 0 |
Non Redeemable Common Stock [Member] | |
Numerator: Net Loss minus Net Earnings | |
Net loss | $ (4,443,894) |
Net loss allocable to Common stock subject to possible redemption | $ 46,642 |
Non-Redeemable Net Loss Denominator: Weighted Average Non-Redeemable Common Stock | shares | (4,490,536) |
Basic and diluted weighted average shares outstanding | shares | 7,850,413 |
Basic and diluted net income per share | $ / shares | $ (0.58) |
Initial Public Offering (Detail
Initial Public Offering (Details) - IPO [Member] - $ / shares | Oct. 09, 2020 | Dec. 31, 2020 |
Initial Public Offering (Details) [Line Items] | ||
Sale of stock units | 25,000,000 | 25,000,000 |
Purchase price of per unit | $ 10 | $ 10 |
Public warrant, description | Each unit consists of one Class A ordinary share and one-third of one redeemable warrant (“public warrant”). Each whole public warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share |
Private Placement (Details)
Private Placement (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Aggregate purchase price (in Dollars) | $ | $ 7,000,000 |
Private Placement [Member] | Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of warrants (in Shares) | shares | 4,666,667 |
Warrant price per share | $ 1.50 |
Class A Ordinary shares [Member] | Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Warrant price per share | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 23, 2020 | Oct. 09, 2020 | Aug. 21, 2020 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | ||||
Founder shares forfeited | 937,500 | |||
Founder shares outstanding | 6,250,000 | |||
Aggregate principal amount (in Dollars) | $ 300,000 | |||
Outstanding balance (in Dollars) | $ 150,295 | |||
Warrants conversion, description | business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-initial business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. | |||
Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Offering and formation costs (in Dollars) | $ 25,000 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Purchase of shares | 7,187,500 | |||
Shareholder outstanding shares percentage | 20.00% | |||
Proposed stockholders, description | The sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of an initial business combination; and (B) subsequent to an initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a an initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | |||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Number of shares subject to forfeiture | 937,500 |
Commitments (Details)
Commitments (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Commitments (Details) [Line Items] | |
Underwriting deferred fee per unit | $ / shares | $ 0.35 |
Underwriters over-allotment value | $ | $ 8,750,000 |
Forward purchase agreement description | The Company entered into a forward purchase agreement (the “FPA”) pursuant to which Empower Funding LLC (“Empower Funding”), a newly formed Delaware limited liability company which has received commitments from one or more funds affiliated with MidOcean Partners (“MidOcean”), and is an affiliate of the sponsor, will purchase an aggregate of up to 5,000,000 forward purchase units, consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share for $10.00 per unit, or up to $50,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of an initial business combination, subject to approval at such time by the MidOcean investment committee. |
Over-Allotment Option [Member] | |
Commitments (Details) [Line Items] | |
Option to purchase | shares | 3,750,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Dec. 31, 2020USD ($)$ / sharesshares |
Shareholders' Equity (Details) [Line Items] | |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Class A ordinary shares [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common Stock, Shares, Outstanding | 2,959,782 |
Common stock, share issued | 2,959,782 |
Ordinary shares subject to possible redemption (in Dollars) | $ | $ 22,040,218 |
Class B ordinary shares [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 50,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common Stock, Shares, Outstanding | 6,250,000 |
Common stock, share issued | 6,250,000 |
Founder shares converted basis percentage | 20.00% |
Warrant Liability (Details)
Warrant Liability (Details) | 4 Months Ended |
Dec. 31, 2020 | |
Warrants expire period | 5 years |
stockholders equity, description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an 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 Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of an initial business combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price. |
Class A ordinary shares [Member] | Public Warrants [Member] | |
Warrants for redemption, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding public warrants: ● in whole and not in part; ● at a price of $0.01 per public warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, 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. |
Class A ordinary shares [Member] | Outstanding Warrants [Member] | |
Warrants for redemption, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of value assets and liabilities measured on recurring basis | Dec. 31, 2020USD ($) |
Level 1 [member] | |
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |
Cash and marketable securities held in trust account | $ 250,052,906 |
Level 1 [member] | Warrant Liability – Public Warrants [member] | |
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |
Warrant liability | 9,583,333 |
Level 3 [member] | Forward purchase agreement liability [Member] | |
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |
Warrant liability | 2,050,000 |
Level 3 [member] | Warrant Liability – Private Placement Warrants [member] | |
Fair Value Measurements (Details) - Schedule of value assets measured on recurring basis [Line Items] | |
Warrant liability | $ 5,506,667 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Summary of key inputs into the monte carlo simulation model for the private placement warrants and public warrants - Monte Carlo Simulation Model [Member] - $ / shares | Oct. 09, 2020 | Dec. 31, 2020 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.45% | 0.51% |
Measurement Input Trading Days Per Year [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Trading days per year | 252 | 252 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 17.50% | 16.50% |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 9.54 | $ 10.01 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Summary of changes in the fair value of warrant liabilities | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Disclosure of Changes in the Fair Value of Warrant Liabilities [Line Items] | |
Change in valuation inputs or other assumptions | $ 1,690,000 |
Ending balance | 15,090,000 |
Private Placement [Member] | |
Disclosure of Changes in the Fair Value of Warrant Liabilities [Line Items] | |
Beginning balance | |
Initial measurement | 4,900,000 |
Change in valuation inputs or other assumptions | 606,667 |
Ending balance | 5,506,667 |
Public [Member] | |
Disclosure of Changes in the Fair Value of Warrant Liabilities [Line Items] | |
Beginning balance | |
Initial measurement | 8,500,000 |
Change in valuation inputs or other assumptions | 1,083,333 |
Ending balance | 9,583,333 |
Warrant Liabilities [Member] | |
Disclosure of Changes in the Fair Value of Warrant Liabilities [Line Items] | |
Beginning balance | |
Initial measurement | 13,400,000 |
Change in valuation inputs or other assumptions | 1,690,000 |
Ending balance | $ 15,090,000 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Summary of the changes in the fair value of the FPA liability - Fair Value, Recurring [Member] - Level 3 [Member] | 3 Months Ended | |
Dec. 31, 2020USD ($) | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||
Beginning balance | $ 50,000 | |
Recognized loss on change in fair value | 2,000,000 | [1] |
Ending balance | $ 2,050,000 | |
[1] | Represents the non-cash loss on change in valuation of the FPA liability and is included in Recognized loss on change in fair value of FPA liability on the statement of operations. |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) $ in Millions | Dec. 31, 2020USD ($) |
FairValue Liabilities Measured on Recurring Basis [Abstract] | |
Fixed commitment | $ 50 |