Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Holley Inc. | |
Entity Central Index Key | 0001822928 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity Tax Identification Number | 87-1727560 | |
Entity File Number | 001-39599 | |
Entity Address, Address Line One | 1801 Russellville Road, | |
Entity Address, City or Town | Bowling Green | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 42101 | |
City Area Code | 270 | |
Local Phone Number | 495-4801 | |
Entity Common Stock, Shares Outstanding | 117,993,139 | |
Amendment Description | EXPLANATORY NOTE Holley Inc. (the “Company,” “we”, “our” or “us”), formerly known as Empower Ltd. prior to the consummation of the previously announced business combination on July 16, 2021 (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021, by and among Empower Ltd., Empower Merger Sub I Inc., Empower Merger Sub II LLC, and Holley Intermediate Holdings, Inc. (“Holley Intermediate”), is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A (this “Amendment No. 1”), to amend and restate certain items of its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2021, originally filed with the Securities and Exchange Commission, or the SEC, on August 10, 2021 (the “Original Quarterly Filing”). | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | HLLY | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | |
Trading Symbol | HLLY WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 704,009 | $ 1,080,629 |
Prepaid expenses | 259,850 | 379,166 |
Total Current Assets | 963,859 | 1,459,795 |
Cash and marketable securities held in trust account | 250,112,265 | 250,052,906 |
Total Assets | 251,076,124 | 251,512,701 |
LIABILITIES AND SHAREHOLDERS' DEFICIT | ||
Current liabilities—accrued expenses | 4,270,875 | 173,873 |
Warrant liability | 25,233,333 | 15,090,000 |
Forward purchase agreement liability | 3,250,000 | 2,050,000 |
Deferred underwriting fee payable | 8,750,000 | 8,750,000 |
Total Liabilities | 41,504,208 | 26,063,873 |
Commitments | ||
Class A ordinary shares subject to possible redemption, 25,000,000 shares, at redemption value | 250,112,265 | 250,052,906 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (40,540,974) | (24,604,703) |
Total Shareholders' Deficit | (40,540,349) | (24,604,078) |
Total Liabilities and Shareholders' Deficit | 251,076,124 | 251,512,701 |
Class A ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares value | ||
Class B ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares value | $ 625 | $ 625 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class A ordinary shares subject to possible redemption, shares | 25,000,000 | 25,000,000 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, authorized | 5,000,000 | 5,000,000 |
Preference shares, issued | 0 | 0 |
Preference shares, outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 | 500,000,000 |
Ordinary shares, issued | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 |
Class B ordinary shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 | 50,000,000 |
Ordinary shares, issued | 6,250,000 | 6,250,000 |
Ordinary shares, outstanding | 6,250,000 | 6,250,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Formation and operating costs | $ 1,655,583 | $ 4,592,939 |
Loss from operations | (1,655,583) | (4,592,939) |
Other income (expense): | ||
Interest earned on marketable securities held in trust account | 7,191 | 59,360 |
Unrealized loss on marketable securities held in trust account | (4,366) | |
Change in fair value of warrant liability | (9,706,666) | (10,143,333) |
Change in fair value of forward purchase agreement liability | (1,500,000) | (1,200,000) |
Other expenses, net | (11,203,841) | (11,283,973) |
Net loss | $ (12,859,424) | $ (15,876,912) |
Class A ordinary shares | ||
Other income (expense): | ||
Weighted average shares outstanding | 25,000,000 | 25,000,000 |
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) |
Class B ordinary shares | ||
Other income (expense): | ||
Weighted average shares outstanding | 6,250,000 | 6,250,000 |
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit - USD ($) | Total | Accumulated Deficit | Class B Ordinary SharesCommon Stock [Member] |
Balance at beginning at Dec. 31, 2020 | $ (24,604,078) | $ (24,604,703) | $ 625 |
Balance at beginning (in Shares) at Dec. 31, 2020 | 6,250,000 | ||
Accretion of class A ordinary shares subject to possible redemption | (56,535) | ||
Change in value of Class A ordinary shares subject to possible redemption | (56,535) | ||
Net loss | (3,017,488) | (3,017,488) | |
Balance, at ending at Mar. 31, 2021 | (27,678,101) | (27,678,726) | $ 625 |
Balance, at ending (in Shares) at Mar. 31, 2021 | 6,250,000 | ||
Balance at beginning at Dec. 31, 2020 | (24,604,078) | (24,604,703) | $ 625 |
Balance at beginning (in Shares) at Dec. 31, 2020 | 6,250,000 | ||
Net loss | (15,876,912) | ||
Balance, at ending at Jun. 30, 2021 | (40,540,349) | (40,540,974) | $ 625 |
Balance, at ending (in Shares) at Jun. 30, 2021 | 6,250,000 | ||
Balance at beginning at Mar. 31, 2021 | (27,678,101) | (27,678,726) | $ 625 |
Balance at beginning (in Shares) at Mar. 31, 2021 | 6,250,000 | ||
Change in value of Class A ordinary shares subject to possible redemption | (2,824) | (2,824) | |
Net loss | (12,859,424) | (12,859,424) | |
Balance, at ending at Jun. 30, 2021 | $ (40,540,349) | $ (40,540,974) | $ 625 |
Balance, at ending (in Shares) at Jun. 30, 2021 | 6,250,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (15,876,912) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in trust account | (59,359) |
Change in fair value of warrant liability | 10,143,333 |
Change in fair value of forward purchase agreement liability | 1,200,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses | 119,316 |
Accrued expenses | 4,097,002 |
Net cash used in operating activities | (376,620) |
Net Change in Cash | (376,620) |
Cash – Beginning | 1,080,629 |
Cash – Ending | 704,009 |
Non-Cash Investing and Financing Activities: | |
Accretion of Class A ordinary shares subject to possible redemption | $ (59,359) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Holley Inc. (formerly known as Empower Ltd.) (the “Company”) is a Business Combination On July 16, 2021 (the “Closing Date”), Holley Inc., a Delaware corporation (formerly known as Empower Ltd.) (prior to the Closing Date, “Empower” and after the Closing Date, “Holley”) consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021 (the “Merg e The Merger Agreement provided for, among other things, the following transactions: (i) Empower changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share, par value $0.0001, of Empower (“Empower Class A Share”) converted automatically into one share of common stock of Holley, par value $0.0001 per share (the “Common Stock”) and (B) each outstanding Class B ordinary share of Empower converted automatically into one share of Common Stock; and (ii) following the Domestication, (A) Merger Sub I merged with and into Holley Intermediate, with Holley Intermediate surviving as a wholly owned subsidiary of Empower (“Merger I”), (B) immediately following Merger I, Holley Intermediate merged with and into Merger Sub II, with Merger Sub II surviving as a limited liability company and a wholly owned subsidiary of Empower (“Merger II” and, together with Merger I, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, constituted a “Business Combination” as contemplated by Empower’s amended and restated memorandum and articles of association. The material provisions of the Merger Agreement are described in Empower’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2021 (as amended, the “Proxy Statement/Prospectus”) in the section entitled “ Proposal No.1—The Business Combination Proposal—The Merger Agreement Business prior to the Business Combination All activity for the period from August 19, 2020 (inception) through June 30, 2021 relates to the Company’s formation, the Initial Public Offering, which is described below, and looking for a business combination. On March 11, 2021, the Company entered into an Agreement and Plan of Merger with Empower Merger Sub I Inc., Empower Merger Sub II LLC, and Holley Intermediate Holdings, Inc. as further described in Note 9. 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 initial shareholders Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Jun. 30, 2021 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT In response to recent comment letters issued by the U.S. Securities and Exchange Commission (“SEC”), management has re-evaluated 480-10-S99-3A paid-in In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated There has been no change in the Company’s total assets, liabilities or operating results. The impacts of the restatement on the Company’s previously issued financial statements are reflected in the following table. As Previously Reported Adjustment As Restated Balance Sheet as of June 30, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 204,571,908 $ 45,540,357 $ 250,112,265 Ordinary Shares $ 455 $ (455 ) $ — Additional paid-in $ 25,319,734 $ (25,319,734 ) $ — Accumulated deficit $ (20,320,806 ) $ (20,220,168 ) $ (40,540,974 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (45,540,357 ) $ (40,540,349 ) Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of Ordinary shares of subject to redemption $ 12,859,424 $ (12,859,424 ) $ — Accretion for Class A Ordinary shares to redemption amount $ — $ (2,824 ) $ (2,824 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (45,540,357 ) $ (40,540,349 ) Statement of Cash Flows for the six months ended June 30, 2021 (Unaudited) Change in value of ordinary shares subject to possible redemption $ 15,876,912 $ (15,817,553 ) $ 59,359 In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its loss per ordinary share calculated to allocate net loss Pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the loss of the Company. There is no impact to the reported amounts for total assets, total liabilities, cash flows, or net loss. The impact of this restatement on the Company’s financial statements is reflected in the following table: Statement of Operations for the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Weighted average Class A ordinary shares outstanding 21,733,619 3,266,381 25,000,000 Basic and diluted net loss per Class A ordinary share $ — $ (0.41 ) $ (0.41 ) Weighted average Class B ordinary shares outstanding 9,516,381 (3,266,381 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (1.35 ) $ 0.94 $ (0.41 ) Statement of Operations for the Six Months Ended June 30, Weighted average Class A ordinary shares outstanding 21,886,072 3,113,928 25,000,000 Basic and diluted net loss per Class A ordinary share $ — $ (0.51 ) $ (0.51 ) Weighted average Class B ordinary shares outstanding 9,363,928 (3,113,928 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (1.70 ) $ 1.19 $ (0.51 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 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 June 30, 2021 or December 31, 2020. Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the trust account were held in a money market fund and U.S. Treasury Bills, respectively. Class A Ordinary Shares Subject to Possible Redemption (Restated – see Note 2) 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 sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in At June 30, 2021, the ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (8,500,000 ) Class A ordinary shares issuance costs $ (13,732,278 ) Plus: Accretion of carrying value to redemption value $ 22,344,543 Ordinary shares subject to possible redemption $ 250,112,265 Warrant and Forward Purchase Agreement Liabilities The Company accounts for the public warrants (as defined in Note 4), the private placement warrants (as defined in Note 5) (collectively, the “Warrants”) and the FPA (as defined in Note 7) 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 non-cash We account for the Warrants and FPA in accordance with ASC 815-40 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 Loss Per Ordinary Share (Restated – see Note 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,000,000 C The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (10,287,539 ) $ (2,571,885 ) $ (12,701,530 ) $ (3,175,382 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net loss per ordinary share $ (0.41 ) $ (0.41 ) $ (0.51 ) $ (0.51 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The 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 condensed 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 non-current net-cash 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 condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2021 | |
Proposed Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 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 10 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 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 (“private placement warrant”) is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10 worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
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 On March 11, 2021, the Company, sponsor and Holley Stockholder entered into the Sponsor Agreement, whereby the sponsor has agreed to (i) waive certain of its anti-dilution and conversion rights with respect to the founder shares and (ii) an earn-out Earn-Out 9 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. PIPE Financing In connection with the execution of the Merger Agreement, Empower entered into the PIPE Subscription Agreements with the PIPE Investors to sell an additional 24,000,000 shares of Common Stock (at a price of $10.00 per share) at Closing, for a total aggregate purchase price of up to $240.0 million. Per the Merger Agreement, $100.0 million of the PIPE Financing proceeds were used for the Debt Paydown. Empower entered into a PIPE Subscription Agreement with MidOcean Partners V, LP, an affiliate of the Sponsor, to purchase 1,950,000 shares of Domestication Common Stock in connection with the PIPE Investment for an aggregate purchase price of $19,500,000. The terms of the PIPE Subscription Agreement entered into with MidOcean Partners V, LP are the same as other PIPE Investors. With the consent of Empower, MidOcean Partners V, LP assigned (i) 50,000 shares under its PIPE Subscription Agreement to a new PIPE Investor on March 17, 2021, (ii) 100,000 shares under its PIPE Subscription Agreement to another new PIPE Investor on May 11, 2021, and (iii) 700,000 shares under its PIPE Subscription Agreement to certain new PIPE Investors on June 25, 2021. Forward Purchase Agreement The information contained in Note 9 below under the section entitled “Forward Purchase Agreement” is incorporated by reference herein. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2021 | |
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 FPA (as defined below), as amended and restated on March 11, 2021 (the “A&R FPA”), 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 A&R FPA. The Company will bear the cost of registering these securities. The PIPE Investors have certain customary registration rights pursuant to the Subscription Agreements. In particular, the Company has committed to file for registration with the SEC such Domesticated Company Common Stock issued pursuant to the PIPE Subscription Agreement. Underwriting Agreement 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. In connection with the closing of the Business Combination, the deferred fee was paid to the underwriters. Forward Purchase Agreement The Company entered into a forward purchase agreement (the “FPA”), dated as of October 6, 2020, 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 On July 9, 2021, the A&R FPA Investor entered into that certain Assignment and Assumption Agreement with MidOcean Partners V, L.P. and MidOcean Partners V Executive, L.P. (collectively, “New FPA Purchasers”) pursuant to which the A&R FPA Investor assigned 4,975,000 Empower Units to MidOcean Partners V, L.P. and 25,000 Empower Units to MidOcean Partners V Executive, L.P. Immediately prior to the Domestication, New FPA Purchasers were issued 5,000,000 Empower Units for an aggregate purchase price of $50,000,000 and, following the Domestication, such Empower Units were subsequently separated into shares of underlying Common Stock and warrants to acquire Common Stock. Pursuant to the A&R FPA, Empower entered into an |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8. SHAREHOLDERS’ DEFICIT (Restated – see Note 2) Preference Shares Class A Ordinary Shares per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2021 and December 31, 2020, there were no shares issued and outstanding in permanent equity, excluding Class A ordinary shares, subject to possible redemption and classified as temporary equity. 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. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 9. BUSINESS COMBINATION On July 16, 2021 (the “Closing Date”), Holley Inc., a Delaware corporation (formerly known as Empower Ltd.) (prior to the Closing Date, “Empower” and after the Closing Date, “Holley”) consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021 (the “Merger Agreement”), by and among Empower Ltd., a Cayman Islands exempted company, Empower Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Empower (“Merger Sub I”), Empower Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Empower (“Merger Sub II”), and Holley Intermediate Holdings, Inc., a Delaware corporation (“Holley Intermediate”). In connection with the Closing, the registrant changed its name from Empower Ltd. to Holley Inc. The Merger Agreement provided for, among other things, the following transactions: (i) Empower changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share, par value $0.0001, of Empower (“Empower Class A Share”) converted automatically into one share of common stock of Holley, par value $0.0001 per share (the “Common Stock”) and (B) each outstanding Class B ordinary share of Empower converted automatically into one share of Common Stock; and (ii) following the Domestication, (A) Merger Sub I merged with and into Holley Intermediate, with Holley Intermediate surviving as a wholly owned subsidiary of Empower (“Merger I”), (B) immediately following Merger I, Holley Intermediate merged with and into Merger Sub II, with Merger Sub II surviving as a limited liability company and a wholly owned subsidiary of Empower (“Merger II” and, together with Merger I, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, constituted a “Business Combination” as contemplated by Empower’s amended and restated memorandum and articles of association. The material provisions of the Merger Agreement are described in Empower’s definitive proxy statement/prospectus on Form S-4 Proposal No.1—The Business Combination Proposal—The Merger Agreement The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Empower has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on current shareholders of Holley having a relative majority of the voting power of the Company, the operations of Holley prior to the acquisition comprising the only ongoing operations of the Company, and senior management of Holley comprising the majority of the senior management of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Holley with the acquisition being treated as the equivalent of Holley issuing stock for the net assets of Empower, accompanied by a recapitalization. The net assets of Empower have been stated at historical cost, with no goodwill or other intangible assets recorded. Concurrent earn-out “Earn-Out Earn-Out thirty-trading da Earn-Out Earn-Out Concurrent with the execution of the Merger Agreement, the Company amended and restated that certain FPA (the “A&R FPA”), whereby the parties have agreed to modify certain conditions thereto with respect to the review and approval rights of certain affiliates of Empower Funding. As described further in Note 7 Concurrent with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 24 million shares of Domesticated Company Common Stock, at a per share price of $10.00 for an aggregate purchase price of $240,000,000, concurrent with the consummation of the Business Combination, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors certain customary registration rights |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2021 | |
Warrant Liability [Abstract] | |
WARRANT LIABILITY | NOTE 10. 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 60th business day after the closing of an initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per 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) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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. non-redeemable, |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. 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 each of June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2021 December 31, 2020 Assets: Cash and marketable securities held in trust account 1 $ 250,112,265 $ 250,052,906 Liabilities: Warrant liability – public warrants 1 15,666,666 $ 9,583,333 Warrant liability – private placement warrants 3 9,566,667 $ 5,506,667 Forward purchase agreement liability 3 3,250,000 2,050,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Public Warrants were valued at the closing price on the relevant date. The Private Placement Warrants were valued using a Modified Black Scholes model which is considered to be a Level 3 fair value measurement. 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 December 31, 2020 $ 5,506,667 $ 9,583,333 $ 15,090,000 Change in valuation inputs or other assumptions 186,667 250,000 436,667 Fair value as of March 31, 2021 5,693,334 9,833,333 15,526,667 Change in valuation inputs or other assumptions 3,873,333 5,833,333 9,706,666 Fair value as of June 30, 2021 $ 9,566,667 $ 15,666,666 $ 25,233,333 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 FPA 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 FPA 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 Fair value, December 31, 2020 $ 2,050,000 Recognized gain on change in fair value (1) (300,000 ) Fair value, March 31, 2021 1,750,000 Recognized loss on change in fair value (1) 1,500,000 Fair value, June 30, 2021 $ 3,250,000 (1) Represents the non-cash The key inputs into the models for the Private Placement Warrants at June 30, 2021, March 31, 2021 and December 31, 2020 were as follows: Input June 30, 2021 March 31, 2021 December 31, 2020 Risk-free interest rate 0.88 % 0.98 % 0.51 % Trading days per year 252 252 252 Expected volatility 27.2 % 17.4 % 16.5 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.01 $ 9.98 $ 10.01 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than what is described below and the restatement discussed in Note 2. On July 16, 2021, the Company completed the Business Combination pursuant to the Merger Agreement as described in Note 1. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
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 |
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 June 30, 2021 or December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021 and December 31, 2020, substantially all of the assets held in the trust account were held in a money market fund and U.S. Treasury Bills, respectively. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption (Restated – see Note 2) 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 sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in At June 30, 2021, the ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (8,500,000 ) Class A ordinary shares issuance costs $ (13,732,278 ) Plus: Accretion of carrying value to redemption value $ 22,344,543 Ordinary shares subject to possible redemption $ 250,112,265 |
Warrant and Forward Purchase Agreement Liabilities | Warrant and Forward Purchase Agreement Liabilities The Company accounts for the public warrants (as defined in Note 4), the private placement warrants (as defined in Note 5) (collectively, the “Warrants”) and the FPA (as defined in Note 7) 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 non-cash We account for the Warrants and FPA in accordance with ASC 815-40 |
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 Ordinary Share | Net Loss Per Ordinary Share (Restated – see Note 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,000,000 C The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (10,287,539 ) $ (2,571,885 ) $ (12,701,530 ) $ (3,175,382 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net loss per ordinary share $ (0.41 ) $ (0.41 ) $ (0.51 ) $ (0.51 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The 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 condensed 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 non-current net-cash |
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 condensed financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restatement of Previously Issued Financial Statements [Abstract] | |
Schedule of restatement of previously issued financial statements | The impacts of the restatement on the Company’s previously issued financial statements are reflected in the following table. As Previously Reported Adjustment As Restated Balance Sheet as of June 30, 2021 (Unaudited) Ordinary shares subject to possible redemption $ 204,571,908 $ 45,540,357 $ 250,112,265 Ordinary Shares $ 455 $ (455 ) $ — Additional paid-in $ 25,319,734 $ (25,319,734 ) $ — Accumulated deficit $ (20,320,806 ) $ (20,220,168 ) $ (40,540,974 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (45,540,357 ) $ (40,540,349 ) Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of Ordinary shares of subject to redemption $ 12,859,424 $ (12,859,424 ) $ — Accretion for Class A Ordinary shares to redemption amount $ — $ (2,824 ) $ (2,824 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (45,540,357 ) $ (40,540,349 ) Statement of Cash Flows for the six months ended June 30, 2021 (Unaudited) Change in value of ordinary shares subject to possible redemption $ 15,876,912 $ (15,817,553 ) $ 59,359 Statement of Operations for the Three Months Ended June 30, 2021 As Previously Reported Adjustment As Restated Weighted average Class A ordinary shares outstanding 21,733,619 3,266,381 25,000,000 Basic and diluted net loss per Class A ordinary share $ — $ (0.41 ) $ (0.41 ) Weighted average Class B ordinary shares outstanding 9,516,381 (3,266,381 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (1.35 ) $ 0.94 $ (0.41 ) Statement of Operations for the Six Months Ended June 30, Weighted average Class A ordinary shares outstanding 21,886,072 3,113,928 25,000,000 Basic and diluted net loss per Class A ordinary share $ — $ (0.51 ) $ (0.51 ) Weighted average Class B ordinary shares outstanding 9,363,928 (3,113,928 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (1.70 ) $ 1.19 $ (0.51 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of ordinary shares subject to redemption | At June 30, 2021, the ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants $ (8,500,000 ) Class A ordinary shares issuance costs $ (13,732,278 ) Plus: Accretion of carrying value to redemption value $ 22,344,543 Ordinary shares subject to possible redemption $ 250,112,265 |
Schedule of basic and diluted net loss per common share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (10,287,539 ) $ (2,571,885 ) $ (12,701,530 ) $ (3,175,382 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net loss per ordinary share $ (0.41 ) $ (0.41 ) $ (0.51 ) $ (0.51 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of value assets and liabilities measured on recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at each of June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2021 December 31, 2020 Assets: Cash and marketable securities held in trust account 1 $ 250,112,265 $ 250,052,906 Liabilities: Warrant liability – public warrants 1 15,666,666 $ 9,583,333 Warrant liability – private placement warrants 3 9,566,667 $ 5,506,667 Forward purchase agreement liability 3 3,250,000 2,050,000 |
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 December 31, 2020 $ 5,506,667 $ 9,583,333 $ 15,090,000 Change in valuation inputs or other assumptions 186,667 250,000 436,667 Fair value as of March 31, 2021 5,693,334 9,833,333 15,526,667 Change in valuation inputs or other assumptions 3,873,333 5,833,333 9,706,666 Fair value as of June 30, 2021 $ 9,566,667 $ 15,666,666 $ 25,233,333 |
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 Fair value, December 31, 2020 $ 2,050,000 Recognized gain on change in fair value (1) (300,000 ) Fair value, March 31, 2021 1,750,000 Recognized loss on change in fair value (1) 1,500,000 Fair value, June 30, 2021 $ 3,250,000 (1) Represents the non-cash |
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 at June 30, 2021, March 31, 2021 and December 31, 2020 were as follows: Input June 30, 2021 March 31, 2021 December 31, 2020 Risk-free interest rate 0.88 % 0.98 % 0.51 % Trading days per year 252 252 252 Expected volatility 27.2 % 17.4 % 16.5 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.01 $ 9.98 $ 10.01 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Jul. 16, 2021 | Oct. 09, 2020 | Jun. 30, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | |||
Transaction costs | $ 14,215,163 | ||
Underwriting fees | 5,000,000 | ||
Deferred underwriting fees | 8,750,000 | ||
Other offering costs | 465,163 | ||
Proceeds of sale amount | $ 250,000,000 | ||
Empower Class A Common Stock [Member] | Merger Agreement [Member] | Subsequent Event [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock conversion basis | one | ||
Empower Class B Common Stock [Member] | Merger Agreement [Member] | Subsequent Event [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Common stock par or stated value per share | $ 0.0001 | ||
Common stock conversion basis | one | ||
IPO [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Transaction costs | $ 250,000,000 | ||
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 | |
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 - Schedule of Restatement of Previously Issued Financial Statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Balance sheet | ||||
Ordinary shares subject to possible redemption | $ 250,112,265 | $ 250,112,265 | $ 250,052,906 | |
Additional paid-in capital | ||||
Accumulated deficit | (40,540,974) | (40,540,974) | (24,604,703) | |
Total Shareholders' Equity (Deficit) | (40,540,349) | $ (27,678,101) | (40,540,349) | (24,604,078) |
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||
Change in value of Ordinary shares of subject to redemption | (2,824) | $ (56,535) | ||
Common Class A [Member] | ||||
Balance sheet | ||||
Ordinary Shares | ||||
Statement of Operations | ||||
Weighted average shares outstanding | 25,000,000 | 25,000,000 | ||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) | ||
Common Class B [Member] | ||||
Balance sheet | ||||
Ordinary Shares | $ 625 | $ 625 | $ 625 | |
Statement of Operations | ||||
Weighted average shares outstanding | 6,250,000 | 6,250,000 | ||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) | ||
As Previously Reported [Member] | ||||
Balance sheet | ||||
Ordinary shares subject to possible redemption | $ 204,571,908 | $ 204,571,908 | ||
Ordinary Shares | 455 | 455 | ||
Additional paid-in capital | 25,319,734 | 25,319,734 | ||
Accumulated deficit | (20,320,806) | (20,320,806) | ||
Total Shareholders' Equity (Deficit) | 5,000,008 | 5,000,008 | ||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||
Change in value of Ordinary shares of subject to redemption | $ 12,859,424 | |||
Statement of Cash Flows | ||||
Change in value of ordinary shares subject to possible redemption | $ 15,876,912 | |||
As Previously Reported [Member] | Common Class A [Member] | ||||
Statement of Operations | ||||
Weighted average shares outstanding | 21,733,619 | 21,886,072 | ||
As Previously Reported [Member] | Common Class B [Member] | ||||
Statement of Operations | ||||
Weighted average shares outstanding | 9,516,381 | 9,363,928 | ||
Basic and diluted net loss per ordinary share | $ (1.35) | $ (1.70) | ||
Adjustments [Member] | ||||
Balance sheet | ||||
Ordinary shares subject to possible redemption | $ 45,540,357 | $ 45,540,357 | ||
Ordinary Shares | (455) | (455) | ||
Additional paid-in capital | (25,319,734) | (25,319,734) | ||
Accumulated deficit | (20,220,168) | (20,220,168) | ||
Total Shareholders' Equity (Deficit) | (45,540,357) | (45,540,357) | ||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||
Change in value of Ordinary shares of subject to redemption | (12,859,424) | |||
Accretion for Class A Ordinary shares to redemption amount | $ (2,824) | |||
Statement of Cash Flows | ||||
Change in value of ordinary shares subject to possible redemption | $ (15,817,553) | |||
Adjustments [Member] | Common Class A [Member] | ||||
Statement of Operations | ||||
Weighted average shares outstanding | 3,266,381 | 3,113,928 | ||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) | ||
Adjustments [Member] | Common Class B [Member] | ||||
Statement of Operations | ||||
Weighted average shares outstanding | (3,266,381) | (3,113,928) | ||
Basic and diluted net loss per ordinary share | $ 0.94 | $ 1.19 | ||
As Restated [Member] | ||||
Balance sheet | ||||
Ordinary shares subject to possible redemption | $ 250,112,265 | $ 250,112,265 | ||
Accumulated deficit | (40,540,974) | (40,540,974) | ||
Total Shareholders' Equity (Deficit) | (40,540,349) | (40,540,349) | ||
Condensed Statement of Changes in Shareholders' Equity (Deficit) | ||||
Accretion for Class A Ordinary shares to redemption amount | $ (2,824) | |||
Statement of Cash Flows | ||||
Change in value of ordinary shares subject to possible redemption | $ 59,359 | |||
As Restated [Member] | Common Class A [Member] | ||||
Statement of Operations | ||||
Weighted average shares outstanding | 25,000,000 | 25,000,000 | ||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) | ||
As Restated [Member] | Common Class B [Member] | ||||
Statement of Operations | ||||
Weighted average shares outstanding | 6,250,000 | 6,250,000 | ||
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Restatement of Previously Issued Financial Statements [Abstract] | |
Net tangible assets | $ 5,000,001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Ordinary Shares Subject to Redemption (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 250,000,000 | |
Proceeds allocated to Public Warrants | (8,500,000) | |
Class A ordinary shares issuance costs | (13,732,278) | |
Accretion of carrying value to redemption value | 22,344,543 | |
Ordinary shares subject to possible redemption | $ 250,112,265 | $ 250,052,906 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Warrants to purchase | shares | 13,000,000 |
FDIC insured amount | $ 250,000 |
Dilutive securities | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Class A Ordinary shares [Member] | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (10,287,539) | $ (12,701,530) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 25,000,000 | 25,000,000 |
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) |
Class B ordinary shares [Member] | ||
Numerator: | ||
Allocation of net loss, as adjusted | $ (2,571,885) | $ (3,175,382) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 6,250,000 | 6,250,000 |
Basic and diluted net loss per ordinary share | $ (0.41) | $ (0.51) |
Initial Public Offering (Detail
Initial Public Offering (Detail) - IPO [Member] - $ / shares | Oct. 09, 2020 | Jun. 30, 2021 |
Initial Public Offering [Line Items] | ||
Sale of stock units | 25,000,000 | 25,000,000 |
Purchase price of per unit | $ 10 | $ 10 |
Ordinary share exercise price per share | 11.50 | |
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 $11.50 per share |
Private Placement (Detail)
Private Placement (Detail) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / 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 (Detail) - USD ($) | Nov. 23, 2020 | Aug. 21, 2020 | Jun. 30, 2021 | Jun. 25, 2021 | May 11, 2021 | Mar. 17, 2021 | Mar. 11, 2021 | Oct. 06, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||
Founder shares forfeited | 937,500 | |||||||
Founder shares outstanding | 6,250,000 | |||||||
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. | |||||||
Subscription Agreement [Member] | PIPE Investors [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock shares subscribed but not issued | 24,000,000 | 24,000,000 | ||||||
Sale of stock issue price per share | $ 10 | $ 10 | ||||||
Common stock shares subscribed but not issued value | $ 240,000,000 | $ 240,000,000 | ||||||
Merger Agreement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Proceeds from PIPE financing used for the debt paydown | 100,000,000 | |||||||
PIPE Subscription Agreement [Member] | New PIPE Investors [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock shares subscribed but not issued | 700,000,000 | 100,000,000 | 50,000,000 | |||||
PIPE Subscription Agreement [Member] | Midocean Partners V LP [Member] | Domestication Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock shares subscribed but not issued | 1,950,000 | |||||||
Common stock shares subscribed but not issued value | $ 19,500,000 | |||||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Offering and formation costs (in Dollars) | $ 25,000 | |||||||
Sale of stock issue price per share | $ 10 | |||||||
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 $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a an initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | |||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Number of shares subject to forfeiture | 937,500 |
Commitments (Detail)
Commitments (Detail) - USD ($) | Jul. 09, 2021 | Jun. 30, 2021 | Oct. 06, 2020 |
Commitments (Details) [Line Items] | |||
Underwriting deferred fee per unit | $ 0.35 | ||
Underwriters over-allotment value | $ 8,750,000 | ||
Forward purchase agreement description | The Company entered into a forward purchase agreement (the “FPA”), dated as of October 6, 2020, 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. | ||
Subsequent Event [Member] | |||
Commitments (Details) [Line Items] | |||
Common stock shares subscribed but not issued | 5,000,000 | ||
Proceeds from issuance of common stock | $ 50,000,000 | ||
Certain Assignment and Assumption Agreement [Member] | Midocean Partners V LP [Member] | AR FPA Investor [Member] | Subsequent Event [Member] | |||
Commitments (Details) [Line Items] | |||
Common stock shares subscribed but not issued | 4,975,000 | ||
Certain Assignment and Assumption Agreement [Member] | MidOcean Partners V Executive, L.P [Member] | AR FPA Investor [Member] | Subsequent Event [Member] | |||
Commitments (Details) [Line Items] | |||
Common stock shares subscribed but not issued | 25,000 | ||
Certain Assignment and Assumption Agreement [Member] | New FPA Purchasers [Member] | AR FPA Investor [Member] | Subsequent Event [Member] | |||
Commitments (Details) [Line Items] | |||
Common stock shares subscribed but not issued | 5,000,000 | ||
Common stock shares subscribed but not issued value | $ 50,000,000 | ||
Class A Common Stock And One Third Of One Warrant [Member] | Forward Purchase Agreement [Member] | Empower Funding LLC [Member] | |||
Commitments (Details) [Line Items] | |||
Common stock shares subscribed but not issued | 5,000,000 | ||
Sale of stock issue price per share | $ 10 |
Shareholders' Deficit (Detail)
Shareholders' Deficit (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Shareholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A ordinary shares [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Outstanding | 0 | 0 |
Common stock, share issued | 0 | 0 |
Ordinary shares subject to possible redemption (in Dollars) | $ 25,000,000 | $ 25,000,000 |
Class B ordinary shares [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Outstanding | 6,250,000 | 6,250,000 |
Common stock, share issued | 6,250,000 | 6,250,000 |
Founder shares converted basis percentage | 20.00% | 20.00% |
Business Combination (Detail)
Business Combination (Detail) - USD ($) | Jul. 16, 2021 | Mar. 11, 2021 | Jul. 09, 2021 | Jun. 30, 2021 | Oct. 06, 2020 |
Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock shares subscribed but not issued | 5,000,000 | ||||
Holley Parent Holdings LLC [Member] | Founder Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination contingent consideration shares issuable | 2,187,500 | ||||
Holley Parent Holdings LLC [Member] | Tranche One [Member] | Founder Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination contingent consideration shares issuable | 1,093,750 | ||||
Number of trading days for determining the share price | 20 days | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Holley Parent Holdings LLC [Member] | Tranche One [Member] | Minimum [Member] | Founder Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 13 | ||||
Holley Parent Holdings LLC [Member] | Tranche Two [Member] | Founder Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination contingent consideration shares issuable | 1,093,750 | ||||
Number of trading days for determining the share price | 20 days | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Holley Parent Holdings LLC [Member] | Tranche Two [Member] | Minimum [Member] | Founder Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Share price | $ 15 | ||||
Subscription Agreement [Member] | PIPE Investors [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock shares subscribed but not issued | 24,000,000 | 24,000,000 | |||
Sale of stock issue price per share | $ 10 | $ 10 | |||
Common stock shares subscribed but not issued value | $ 240,000,000 | $ 240,000,000 | |||
Class A Common Stock And One Third Of One Warrant [Member] | Forward Purchase Agreement [Member] | Empower Funding LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock shares subscribed but not issued | 5,000,000 | ||||
Sale of stock issue price per share | $ 10 | ||||
Empower Class A Common Stock [Member] | Merger Agreement [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common stock conversion basis | one | ||||
EMpower Class B Common Stock [Member] | Merger Agreement [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Common stock conversion basis | one |
Warrant Liability (Detail)
Warrant Liability (Detail) | 6 Months Ended |
Jun. 30, 2021 | |
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 $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. |
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 $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to warrant holders. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of value assets and liabilities measured on recurring basis (Detail) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
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 | $ 250,112,265 | $ 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 | 15,666,666 | 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 | 3,250,000 | 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 | $ 9,566,667 | $ 5,506,667 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of changes in the fair value of warrant liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Disclosure of Changes in the Fair Value of Warrant Liabilities [Line Items] | |||
Beginning balance | $ 15,090,000 | $ 15,090,000 | |
Change in valuation inputs or other assumptions | $ 9,706,666 | 10,143,333 | |
Ending balance | 25,233,333 | 25,233,333 | |
Warrant Liability - Private Placement Warrants [Member] | |||
Disclosure of Changes in the Fair Value of Warrant Liabilities [Line Items] | |||
Beginning balance | 5,693,334 | 5,506,667 | 5,506,667 |
Change in valuation inputs or other assumptions | 3,873,333 | 186,667 | |
Ending balance | 9,566,667 | 5,693,334 | 9,566,667 |
Warrant Liability - Public Warrants [Member] | |||
Disclosure of Changes in the Fair Value of Warrant Liabilities [Line Items] | |||
Beginning balance | 9,833,333 | 9,583,333 | 9,583,333 |
Change in valuation inputs or other assumptions | 5,833,333 | 250,000 | |
Ending balance | 15,666,666 | 9,833,333 | 15,666,666 |
Warrant Liabilities [Member] | |||
Disclosure of Changes in the Fair Value of Warrant Liabilities [Line Items] | |||
Beginning balance | 15,526,667 | 15,090,000 | 15,090,000 |
Change in valuation inputs or other assumptions | 9,706,666 | 436,667 | |
Ending balance | $ 25,233,333 | $ 15,526,667 | $ 25,233,333 |
Fair Value Measurements (Detail
Fair Value Measurements (Detail) $ in Millions | Jun. 30, 2021USD ($) |
FairValue Liabilities Measured on Recurring Basis [Abstract] | |
Fixed commitment | $ 50 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the changes in the fair value of the FPA liability (Detail) - Fair Value, Recurring [Member] - Level 3 [Member] - USD ($) | 3 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | |||
Beginning balance | $ 1,750,000 | $ 2,050,000 | |
Recognized gain on change in fair value | [1] | 1,500,000 | (300,000) |
Ending balance | $ 3,250,000 | $ 1,750,000 | |
[1] | Represents the non-cash loss (gain) on change in valuation of the FPA liability and is included in change in fair value of FPA liability on the accompanying condensed statements of operations. |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of key inputs into the monte carlo simulation model for the private placement warrants and public warrants (Detail) - Monte Carlo Simulation Model [Member] - $ / shares | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free interest rate | 0.98% | 0.51% | 0.88% |
Measurement Input Trading Days Per Year [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Trading days per year | 252 | 252 | 252 |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected volatility | 17.40% | 16.50% | 27.20% |
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 |
Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Stock price | $ 9.98 | $ 10.01 | $ 10.01 |