NuScale Power (SMR) S-4 10 May 21 Registration of securities issued in business combination transactions Financial data

Document and Entity Information

Document and Entity Information	4 Months Ended
	Dec. 31, 2020
Document and Entity Information
Document Type	S-4
Entity Registrant Name	SPRING VALLEY ACQUISITION CORP.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001822966
Amendment Flag	false
Transition Report	true

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2020USD ($)
Current ASSETS:
Cash	$ 1,906,348
Prepaid expenses	237,088
Total current assets	2,143,436
Investments held in trust account	232,301,973
Total assets	234,445,409
Current liabilities:
Accrued offering costs	49,934
Total current Liabilities	49,934
Long term liabilites:
Warrant liability	33,660,000
Deferred underwriting fee payable	8,050,000
Total liabilities	41,759,934
Commitments and Contingencies
Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 stocks authorized; none issued and outstanding
Additional Paid in Capital	17,970,408
Accumulated Deficit	(12,971,424)
Total shareholders' equity	5,000,001
Total Liabilities and Shareholders' Equity	234,445,409
Class A Common Stock
Long term liabilites:
Class A Common Shares Subject to Redemption, 18,582,720 shares at $10.10 per share	187,685,474
Shareholders' Equity:
Common share	442
Class B Common Stock
Shareholders' Equity:
Common share	$ 575

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2020$ / sharesshares
Preference shares, par value, (per share) | $ / shares	$ 0.0001
Preference shares, shares authorized	1,000,000
Preference shares, shares issued	0
Preference shares, shares outstanding	0
Temporary equity, shares outstanding	18,582,720
Class A Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	300,000,000
Common shares, shares issued	4,417,280
Common shares, shares outstanding	4,417,280
Temporary equity, par value | $ / shares	$ 10.10
Temporary equity, shares outstanding	18,582,720
Class A, subject to possible redemption
Temporary equity, shares issued	18,582,720
Temporary equity, shares outstanding	18,582,720
Class B Common Stock
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	30,000,000
Common shares, shares issued	5,750,000
Common shares, shares outstanding	5,750,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS	4 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Formation and operating costs	$ 114,144
Loss from operations	(114,144)
Other income (expense):
Change in fair value of warrant liability	(12,110,000)
Offering costs allocated to derivative warrant liabilities	(749,253)
Interest earned on marketable securities held in Trust Account	1,973
Net loss	$ (12,971,424)
Class A Common Stock
Other income (expense):
Basic and diluted net income (loss) per ordinary share | $ / shares	$ 0
Class A, subject to possible redemption
Other income (expense):
Weighted average shares outstanding | shares	23,000,000
Class B Common Stock
Other income (expense):
Weighted average shares outstanding | shares	5,194,656
Basic and diluted net income (loss) per ordinary share | $ / shares	$ (2.50)

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common StockClass A Common Stock	Common StockClass B Common StockSponsor	Common StockClass B Common Stock	Additional Paid-in CapitalSponsor	Additional Paid-in Capital	Accumulated Deficit	Sponsor	Total
Balance at the beginning (in shares) at Dec. 31, 2019	0					0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares							$ 25,000
Net loss								$ (12,971,424)
Balance at the end at Dec. 31, 2020	$ 442		$ 575		$ 17,970,408	$ (12,971,424)		5,000,001
Balance at the end (in shares) at Dec. 31, 2020	4,417,280		5,750,000
Balance at the beginning (in shares) at Aug. 19, 2020	0		0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares		$ 575		$ 24,425
Issuance of shares (in shares)		5,750,000
Sale of Units in initial public offering, less fair value of public warrants	$ 2,300				$ 217,347,700			217,350,000
Sale Of Units In Initial Public Offering Less Fair Value Of Public Warrants	23,000,000
Offering costs					(11,718,101)			(11,718,101)
Ordinary Shares Subject to possible Redemption	$ 1,858				187,683,616			187,685,474
Ordinary Shares Subject to possible Redemption (in shares0	18,582,720
Net loss						(12,971,424)		(12,971,424)
Balance at the end at Dec. 31, 2020	$ 442		$ 575		$ 17,970,408	$ (12,971,424)		$ 5,000,001
Balance at the end (in shares) at Dec. 31, 2020	4,417,280		5,750,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS - USD ($)	4 Months Ended
	Dec. 31, 2020	Dec. 31, 2020
Cash Flows from Operating Activities:
Net Loss		$ (12,971,424)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of derivative warrant liabilities		12,110,000
Offering costs allocated to derivative warrant liabilities		749,253
Payment of formation costs through issuance of Class B ordinary shares		5,000
Interest earned on marketable securities held in Trust Account		(1,973)
Changes in operating assets and liabilities
Prepaid expenses		(237,088)
Net cash used in operating activities		(346,232)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(232,300,000)
Net cash used in investing activities		(232,300,000)
Cash Flows from Financing Activities
Proceeds from sale of Units, net of underwriting discounts paid and reimbursements		226,150,000
Proceeds from sale of Private Placement Warrants		8,900,000
Repayment of promissory note - related party	$ (124,826)	(124,826)
Payment of offering costs		(372,594)
Net cash provided by financing activities		234,552,580
Net increase in cash		1,906,348
Cash - end of period	$ 1,906,348	1,906,348
Supplemental disclosure of noncash investing and financing activities:
Initial classification of common stock subject to possible redemption		200,645,178
Change in value of common stock subject to possible redemption		(12,959,704)
Warrant liabilities in connection with initial public offering and private placement		22,529,000
Deferred underwriting fee payable		8,050,000
Accrued offering costs		49,934
Offering costs paid by Sponsor in exchange for Founder Shares		20,000
Offering costs paid through Note payable		$ 124,826

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	4 Months Ended
	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Spring Valley Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liability as other income (expense). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Spring Valley Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 4. Offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering in November 2020. Following the closing of the Initial Public Offering, an amount of $232,300,000 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting commission and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, for an amount equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will initially have until May 27, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board of directors if requested by the Sponsor, extend the initial period of time to consummate a Business Combination one time, by an additional 6 months, subject to the Sponsor, its affiliates or permitted designees purchasing additional Private Placement Warrants. The shareholders will not be entitled to vote or redeem their Public Shares in connection with any such extension. In order to extend the initial period of time to consummate a Business Combination for such six-month period, the Sponsor, its affiliates or permitted designees, must purchase an additional 2,300,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to May 27, 2022. The Sponsor, its affiliates or permitted designees are not obligated to purchase additional Private Placement Warrants to extend the time for the Company to complete a Business Combination. However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of  (1) $10.10 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	4 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Correction of an Error in Previously Issued Financial Statements In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in November 2020, the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are ordinary in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions ordinarily included in warrants issued by special purpose acquisition companies, the Company’s management re-evaluated the accounting for our Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that they do not meet the criteria to be classified in shareholders’ equity. Since the Warrants meet the definition of a derivative under ASC 815-40, the Company has restated the financial statements to classify the Warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive income (loss) at each reporting date. The Company's prior accounting treatment for the Warrants was equity classification rather than as derivative liabilities. Accounting for the Warrants as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants to their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants in our financial statements included herein (“Restatement”). The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein and as of the date of the Company’s consummation of its IPO. As of December 31, 2020 As Reported As Restated Difference Balance Sheet Derivative warrant liabilities $ — $ 33,660,000 $ 33,660,000 Total Liabilities 8,099,934 41,759,934 33,660,000 Class A ordinary shares subject to possible redemption 221,345,469 187,685,474 (33,659,995) Class A ordinary shares, $0.0001 par value 108 442 334 Additional paid-in capital 5,111,494 17,970,408 12,858,914 Accumulated deficit (112,171) (12,971,424) (12,859,253) Total Shareholders' Equity 5,000,001 5,000,001 — For the Period from August 20, 2020 Through December 31, 2020 As Reported As Restated Difference Statements of Operations Change in value of derivative warrant liabilities $ — $ (12,110,000) $ (12,110,000) Offering costs allocated to derivative warrant liabilities — (749,253) (749,253) Net loss $ (112,171) $ (12,971,424) $ (12,859,253) Per Share Data: Basic and diluted income (loss) per share, Class A $ — $ — $ — Basic and diluted net less per share, Class B $ (0.02) $ (2.50) $ (2.48) In addition, the impact to the balance sheet dated November 27, 2020, filed on Form 8-K on December 3, 2020 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in approximately a $22.5 million increase to the warrant liabilities line item at November 27, 2020 and offsetting decrease to the Class A common stock subject to redemption mezzanine equity line item. There is no change to total stockholders' equity at any reported balance sheet date. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,906,348 in cash and cash equivalents as of March 31, 2021. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is 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, at December 31, 2020, the 18,582,720 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 11,500,000 warrants as part of the units offered in its Initial Public Offering and, simultaneously with the closing of Initial Public Offering, the Company issued in a private placement an aggregate of 8,900,000 private placement warrants. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statement of operations. The fair value of the Public Warrants has been estimated using the Public Warrants' quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering on November 27, 2020, the offering costs were allocated between shareholders' equity and statement of operations with $749,253 being expensed based on fair value of warrant liabilities relative to Initial Public Offering proceeds. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase Class A ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): FOR THE PERIOD FROM AUGUST 20, 2020 (Inception) THROUGH DECEMBER 31, 2020 Redemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 1,973 Income and Franchise Tax — Net Earnings $ 1,973 Denominator: Weighted Average Redeemable class A Ordinary Shares Redeemable Class A Common Stock, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (12,971,424) Redeemable Net Earnings (1,973) Non-Redeemable Net Loss $ (12,973,397) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 5,194,656 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (2.50) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders 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 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. 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 Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	4 Months Ended
	Dec. 31, 2020
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	4 Months Ended
	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	4 Months Ended
	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On August 21, 2020, the Sponsor paid $25,000 to the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s directors (120,000 shares in total). On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement Commencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2020, no fees have been incurred related to the agreement. Promissory Note — Related Party On August 21, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. The Company borrowed $124,826 through the IPO date and repaid the Note prior to December 31, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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 a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, there were no Working Capital Loans outstanding.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	4 Months Ended
	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights. The holders of a majority 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 a 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 shareholder 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. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the underwriters reimbursed the Company an aggregate of $750,000 for costs incurred in connection with the Initial Public Offering. Anchor Investments Certain qualified institutional buyers or institutional accredited investors not affiliated with any member of the Company’s management (the “anchor investors”) purchased 1,980,000 Units each in the Initial Public Offering and the Company directed the underwriters to sell to the anchor investors such number of Units. Further, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which each such investor purchased membership interests in Holdco representing an indirect beneficial interest in up to 142,187 Founder Shares upon the closing of the Initial Public Offering for up to $494.56.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	4 Months Ended
	Dec. 31, 2020
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 4,417,280 Class A ordinary shares issued or outstanding, excluding 18,582,720 of Class A ordinary shares subject to redemption. Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 5,750,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a 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 basis, 20% of the sum of  (i) the total number of ordinary shares issued and outstanding upon completion of the Proposed Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

WARRANT LIABILITY

WARRANT LIABILITY	4 Months Ended
	Dec. 31, 2020
WARRANT LIABILITY
WARRANT LIABILITY	NOTE 8 — WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of  (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Proposed Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a 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 the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable 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 day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable 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. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days' prior written notice of redemption to each warrant holder; and · if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30‑trading day period ending three trading days before 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 it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . 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 determined based on the redemption date and the fair market value of the Class A ordinary shares; · if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and · if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if  (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	4 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9 — FAIR VALUE MEASUREMENTS The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Asset Level Fair Value December 31, 2020 U.S. Treasury Securities Money Market Fund 1 232,301,973 The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period. The following table presents our fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021: Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 18,975,000 $ — $ — $ 18,975,000 Private Placement Warrants — — 14,685,000 14,685,000 Total warrant liabilities $ 18,975,000 $ 0 $ 14,685,000 $ 33,660,000 The Private Placement Warrants were valued using a Black Scholes Model, which is considered to be a Level 3 fair value measurement. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of December 31, At issuance 2020 Exercise price $ 11.50 $ 11.50 IPO price $ 10.00 $ 10.00 Implied stock price range (or underlying asset price at December 31, 2020) $ 9.35 - $ 9.66 $ 10.12 Volatility 14% - 23% 21% Term 5.75 5.70 Risk-free rate 0.46% 0.46% Dividend yield 0.0% 0.0% The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Initial measurement on November 27, 2020 $ 9,879,000 $ 12,650,000 $ 22,529,000 Change in valuation inputs or other assumptions (1) 4,806,000 6,325,000 11,131,000 Fair value as of December 31, 2020 $ 14,685,000 $ 18,975,000 $ 33,660,000 (1) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $6,325,000 during the period from November 27, 2020 through December 31, 2020. The non-cash loss on revaluation of the Private Placement Warrants is included in recognized loss on change in fair value of warrant liabilities on the statement of operations.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	4 Months Ended
	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 —  SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Except as described in the next paragraph and in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.On March 25, 2021 the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among the company, Spring Valley Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the company (“Merger Sub”), and Dream Holdings, Inc., a Delaware public benefit corporation (“Dream Holdings”), relating to a proposed business combination with AeroFarms. Pursuant to the Merger Agreement, among other things, Dream Holdings will merge with and into Merger Sub (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with Dream Holdings surviving the Merger as a wholly owned subsidiary of the company. For additional information regarding the Proposed Transactions and the Merger Agreement and related agreements, see the Current Report on Form 8-K filed by the Company with the SEC on March 26, 2021.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	4 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Correction of an Error in Previously Issued Financial Statements	Correction of an Error in Previously Issued Financial Statements In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in November 2020, the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are ordinary in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions ordinarily included in warrants issued by special purpose acquisition companies, the Company’s management re-evaluated the accounting for our Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that they do not meet the criteria to be classified in shareholders’ equity. Since the Warrants meet the definition of a derivative under ASC 815-40, the Company has restated the financial statements to classify the Warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive income (loss) at each reporting date. The Company's prior accounting treatment for the Warrants was equity classification rather than as derivative liabilities. Accounting for the Warrants as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants to their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants in our financial statements included herein (“Restatement”). The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein and as of the date of the Company’s consummation of its IPO. As of December 31, 2020 As Reported As Restated Difference Balance Sheet Derivative warrant liabilities $ — $ 33,660,000 $ 33,660,000 Total Liabilities 8,099,934 41,759,934 33,660,000 Class A ordinary shares subject to possible redemption 221,345,469 187,685,474 (33,659,995) Class A ordinary shares, $0.0001 par value 108 442 334 Additional paid-in capital 5,111,494 17,970,408 12,858,914 Accumulated deficit (112,171) (12,971,424) (12,859,253) Total Shareholders' Equity 5,000,001 5,000,001 — For the Period from August 20, 2020 Through December 31, 2020 As Reported As Restated Difference Statements of Operations Change in value of derivative warrant liabilities $ — $ (12,110,000) $ (12,110,000) Offering costs allocated to derivative warrant liabilities — (749,253) (749,253) Net loss $ (112,171) $ (12,971,424) $ (12,859,253) Per Share Data: Basic and diluted income (loss) per share, Class A $ — $ — $ — Basic and diluted net less per share, Class B $ (0.02) $ (2.50) $ (2.48) In addition, the impact to the balance sheet dated November 27, 2020, filed on Form 8-K on December 3, 2020 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in approximately a $22.5 million increase to the warrant liabilities line item at November 27, 2020 and offsetting decrease to the Class A common stock subject to redemption mezzanine equity line item. There is no change to total stockholders' equity at any reported balance sheet date.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,906,348 in cash and cash equivalents as of March 31, 2021.
Class A Common Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is 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, at December 31, 2020, the 18,582,720 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 11,500,000 warrants as part of the units offered in its Initial Public Offering and, simultaneously with the closing of Initial Public Offering, the Company issued in a private placement an aggregate of 8,900,000 private placement warrants. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statement of operations. The fair value of the Public Warrants has been estimated using the Public Warrants' quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering on November 27, 2020, the offering costs were allocated between shareholders' equity and statement of operations with $749,253 being expensed based on fair value of warrant liabilities relative to Initial Public Offering proceeds.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase Class A ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): FOR THE PERIOD FROM AUGUST 20, 2020 (Inception) THROUGH DECEMBER 31, 2020 Redemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 1,973 Income and Franchise Tax — Net Earnings $ 1,973 Denominator: Weighted Average Redeemable class A Ordinary Shares Redeemable Class A Common Stock, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (12,971,424) Redeemable Net Earnings (1,973) Non-Redeemable Net Loss $ (12,973,397) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 5,194,656 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (2.50) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders
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 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.
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 Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	4 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of correction of error in previously issued financial statements	As of December 31, 2020 As Reported As Restated Difference Balance Sheet Derivative warrant liabilities $ — $ 33,660,000 $ 33,660,000 Total Liabilities 8,099,934 41,759,934 33,660,000 Class A ordinary shares subject to possible redemption 221,345,469 187,685,474 (33,659,995) Class A ordinary shares, $0.0001 par value 108 442 334 Additional paid-in capital 5,111,494 17,970,408 12,858,914 Accumulated deficit (112,171) (12,971,424) (12,859,253) Total Shareholders' Equity 5,000,001 5,000,001 — For the Period from August 20, 2020 Through December 31, 2020 As Reported As Restated Difference Statements of Operations Change in value of derivative warrant liabilities $ — $ (12,110,000) $ (12,110,000) Offering costs allocated to derivative warrant liabilities — (749,253) (749,253) Net loss $ (112,171) $ (12,971,424) $ (12,859,253) Per Share Data: Basic and diluted income (loss) per share, Class A $ — $ — $ — Basic and diluted net less per share, Class B $ (0.02) $ (2.50) $ (2.48)
Schedule of basic and diluted net income (loss) per common share	FOR THE PERIOD FROM AUGUST 20, 2020 (Inception) THROUGH DECEMBER 31, 2020 Redemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 1,973 Income and Franchise Tax — Net Earnings $ 1,973 Denominator: Weighted Average Redeemable class A Ordinary Shares Redeemable Class A Common Stock, Basic and Diluted 23,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Class B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (12,971,424) Redeemable Net Earnings (1,973) Non-Redeemable Net Loss $ (12,973,397) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares Non-Redeemable Class B Ordinary Shares, Basic and Diluted 5,194,656 Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares $ (2.50)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	4 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS
Summary of gross holding losses and fair value of held-to-maturity securities	Asset Level Fair Value December 31, 2020 U.S. Treasury Securities Money Market Fund 1 232,301,973
Schedule of fair value hierarchy for liabilities measured at fair value on a recurring basis	Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 18,975,000 $ — $ — $ 18,975,000 Private Placement Warrants — — 14,685,000 14,685,000 Total warrant liabilities $ 18,975,000 $ 0 $ 14,685,000 $ 33,660,000
Schedule of quantitative information regarding Level 3 fair value measurements inputs	As of December 31, At issuance 2020 Exercise price $ 11.50 $ 11.50 IPO price $ 10.00 $ 10.00 Implied stock price range (or underlying asset price at December 31, 2020) $ 9.35 - $ 9.66 $ 10.12 Volatility 14% - 23% 21% Term 5.75 5.70 Risk-free rate 0.46% 0.46% Dividend yield 0.0% 0.0%
Schedule of changes in fair value of warrant liabilities	Private Warrant Placement Public Liabilities Initial measurement on November 27, 2020 $ 9,879,000 $ 12,650,000 $ 22,529,000 Change in valuation inputs or other assumptions (1) 4,806,000 6,325,000 11,131,000 Fair value as of December 31, 2020 $ 14,685,000 $ 18,975,000 $ 33,660,000 (1) Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $6,325,000 during the period from November 27, 2020 through December 31, 2020.

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	May 27, 2022USD ($)shares	Nov. 28, 2020USD ($)$ / sharesshares	Nov. 27, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)	Dec. 31, 2020USD ($)	Oct. 31, 2020$ / shares
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants					$ 8,900,000
Deferred underwriting fee payable				$ 8,050,000	8,050,000
Cash held outside the Trust Account				$ 1,906,348	1,906,348
Payments for investment of cash in Trust Account					$ 232,300,000
Redemption limit percentage without prior consent				15.00%	15.00%
Redemption limit				100
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)				100.00%	100.00%
Maximum allowed dissolution expenses				$ 100,000
Minimum
Subsidiary, Sale of Stock [Line Items]
Tangible assets				$ 5,000,001	$ 5,000,001
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants | shares	2,300,000
Proceeds from sale of Private Placement Warrants	$ 2,300,000
Condition for future business combination use of proceeds percentage				80.00%	80.00%
Condition for future business combination threshold Percentage Ownership				50.00%	50.00%
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares			23,000,000
Purchase price, per unit | $ / shares						$ 10.10
Proceeds from issuance					$ 232,300,000
Transaction Costs				$ 749,253	$ 749,253
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares		$ 1
Warrants | shares		8,900,000	8,900,000
Proceeds from sale of Private Placement Warrants		$ 8,900,000	$ 8,900,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares			3,000,000
Purchase price, per unit | $ / shares			$ 10
Proceeds from issuance			$ 230,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	4 Months Ended
	Dec. 31, 2020	Mar. 31, 2021
Temporary equity, shares outstanding	18,582,720
Unrecognized tax benefits	$ 0
Unrecognized tax benefits accrued for interest and penalties	0
Federal depository insurance coverage	250,000
Cash and cash equivalents	1,906,348
Initial Public Offering
Offering costs	$ 749,253
Number of warrants issued	11,500,000
Private Placement Warrants
Number of warrants issued	8,900,000
Subsequent Event
Cash and cash equivalents including short term investments		$ 1,906,348
Class A Common Stock
Temporary equity, shares outstanding	18,582,720
Common shares, par value, (per share)	$ 0.0001
Class A, subject to possible redemption
Temporary equity, shares outstanding	18,582,720
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Correction of errors in Balance sheet (Details) - USD ($)	Dec. 31, 2020	Nov. 27, 2020
Balance Sheet
Total Liabilities	$ 41,759,934
Class A ordinary shares subject to possible redemption	18,582,720
Additional Paid in Capital	$ 17,970,408
Accumulated Deficit	(12,971,424)
Total Shareholders' Equity	5,000,001
Increase warrant liabilities		$ 22,500,000
As Reported
Balance Sheet
Total Liabilities	$ 8,099,934
Class A ordinary shares subject to possible redemption	221,345,469
Class A ordinary shares, $0.0001 par value	108
Additional Paid in Capital	$ 5,111,494
Accumulated Deficit	(112,171)
Total Shareholders' Equity	5,000,001
As Restated
Balance Sheet
Derivative warrant liabilities	33,660,000
Total Liabilities	$ 41,759,934
Class A ordinary shares subject to possible redemption	187,685,474
Class A ordinary shares, $0.0001 par value	442
Additional Paid in Capital	$ 17,970,408
Accumulated Deficit	(12,971,424)
Total Shareholders' Equity	5,000,001
Difference
Balance Sheet
Derivative warrant liabilities	33,660,000
Total Liabilities	$ 33,660,000
Class A ordinary shares subject to possible redemption	(33,659,995)
Class A ordinary shares, $0.0001 par value	334
Additional Paid in Capital	$ 12,858,914
Accumulated Deficit	$ (12,859,253)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Correction of errors in Statements of Operations (Details) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020
Statements of Operations
Change in value of derivative warrant liabilities	$ 12,110,000
Offering costs allocated to derivative warrant liabilities	749,253
Net loss	$ (12,971,424)	$ (12,971,424)
Class A Common Stock
Per Share Data:
Basic and diluted net income (loss) per ordinary share	$ 0
Class B Common Stock
Per Share Data:
Basic and diluted net income (loss) per ordinary share	$ (2.50)
As Reported
Statements of Operations
Net loss	$ (112,171)
As Reported | Class B Common Stock
Per Share Data:
Basic and diluted net income (loss) per ordinary share	$ (0.02)
As Restated
Statements of Operations
Change in value of derivative warrant liabilities	$ (12,110,000)
Offering costs allocated to derivative warrant liabilities	(749,253)
Net loss	$ (12,971,424)
As Restated | Class B Common Stock
Per Share Data:
Basic and diluted net income (loss) per ordinary share	$ (2.50)
Difference
Statements of Operations
Change in value of derivative warrant liabilities	$ (12,110,000)
Offering costs allocated to derivative warrant liabilities	(749,253)
Net loss	$ (12,859,253)
Difference | Class B Common Stock
Per Share Data:
Basic and diluted net income (loss) per ordinary share	$ (2.48)

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss (income) per share (Details) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020
Interest Income	$ 1,973
Net Earnings	$ (12,971,424)	$ (12,971,424)
Class A Common Stock
Earnings per share, basic and diluted	$ 0
Class A, subject to possible redemption
Weighted average shares outstanding	23,000,000
Class A redeemable common stock
Interest Income	$ 1,973
Net Earnings	$ 1,973
Weighted average shares outstanding	23,000,000
Earnings per share, basic and diluted	$ 0
Class B redeemable common stock
Net Earnings	$ (12,971,424)
Redeemable Net Earnings	(1,973)
Non-Redeemable Net Loss	$ (12,973,397)
Weighted average shares outstanding	5,194,656
Earnings per share, basic and diluted	$ (2.50)
Class B Common Stock
Weighted average shares outstanding	5,194,656
Earnings per share, basic and diluted	$ (2.50)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Nov. 27, 2020	Oct. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	23,000,000
Purchase price, per unit		$ 10.10
Initial Public Offering | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	3,000,000
Purchase price, per unit	$ 10
Exercise price of warrants	$ 11.50

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Nov. 28, 2020	Nov. 27, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Warrant, proceeds			$ 8,900,000
Shares per warrant		1
Exercise price of warrant		$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrant		$ 11.50
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Securities called by warrant	8,900,000	8,900,000
Warrant, proceeds	$ 8,900,000	$ 8,900,000
Shares per warrant		1
Exercise price of warrant		$ 1

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)	Sep. 30, 2020	Aug. 21, 2020	Dec. 31, 2020	Oct. 22, 2020	Aug. 22, 2020
Related Party Transaction [Line Items]
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent)		20.00%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Class B Common Stock
Related Party Transaction [Line Items]
Common shares, shares outstanding			5,750,000
Over-allotment option | Class B Common Stock
Related Party Transaction [Line Items]
Shares subject to forfeiture		750,000
Shares no longer subject to forfeiture		750,000
Sponsor | Each of the Company's directors
Related Party Transaction [Line Items]
Number of shares transferred	40,000
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Consideration received		$ 25,000
Shares issued		7,187,500
Number of shares surrender				1,437,500
Common shares, shares outstanding					5,750,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Nov. 23, 2020	Aug. 21, 2020	Dec. 31, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 124,826	$ 124,826
Affiliate
Related Party Transaction [Line Items]
Administrative expenses - related party	$ 10,000
Sponsor
Related Party Transaction [Line Items]
Face amount		$ 300,000
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses incurred and paid				0
Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000	$ 1,500,000
Exercise price of warrants			$ 1	$ 1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	Nov. 27, 2020shares	Dec. 31, 2020USD ($)$ / sharesshares	Nov. 23, 2020item
Commitments And Contingencies
Maximum number of demands for registration of securities | item			3
Deferred fee per unit | $ / shares		$ 0.35
Deferred underwriting fee payable | $		$ 8,050,000
Costs reimbursed by underwriters | $		$ 750,000
Initial Public Offering
Commitments And Contingencies
Number of units issued	23,000,000
Anchor investors
Commitments And Contingencies
Share price per share | $ / shares		$ 494.56
Indirect beneficial interest, shares		142,187
Anchor investors | Initial Public Offering
Commitments And Contingencies
Number of units issued		1,980,000

STOCKHOLDERS' EQUITY - Preferre

STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details)	Dec. 31, 2020$ / sharesshares
SHAREHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

STOCKHOLDERS' EQUITY - Common S

STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	4 Months Ended
	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Class A ordinary shares subject to possible redemption	18,582,720
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	300,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common Stock, Voting Rights	one
Common shares, shares issued (in shares)	4,417,280
Class A ordinary shares, $0.0001 par value	4,417,280
Class A ordinary shares subject to possible redemption	18,582,720
Class A, subject to possible redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	18,582,720
Class A ordinary shares subject to possible redemption	18,582,720
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	30,000,000
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Common Stock, Voting Rights	one
Common shares, shares issued (in shares)	5,750,000
Class A ordinary shares, $0.0001 par value	5,750,000
Aggregated shares issued upon converted basis (in percent)	20.00%

WARRANT LIABILITY (Details)

WARRANT LIABILITY (Details)	4 Months Ended
	Dec. 31, 2020$ / shares
Class of Warrant or Right [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days
Warrant exercise period condition two	one year
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Warrant exercise price adjustment multiple	115
Warrant redemption price adjustment multiple	180
Restrictions on transfer period of time after business combination completion	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 10
Redemption price per public warrant (in dollars per share)	$ 0.10
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2020USD ($)
Level 1 | U.S. Treasury Securities Money Market Fund
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract]
Fair Value	$ 232,301,973

FAIR VALUE MEASUREMENTS - Fair

FAIR VALUE MEASUREMENTS - Fair value hierarchy for liabilities (Details)	Dec. 31, 2020USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	$ 33,660,000
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	18,975,000
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	14,685,000
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	18,975,000
Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	18,975,000
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	14,685,000
Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total warrant liabilities	$ 14,685,000

FAIR VALUE MEASUREMENTS - Quant

FAIR VALUE MEASUREMENTS - Quantitative information regarding Level 3 fair value measurements inputs (Details)	Dec. 31, 2020	Nov. 27, 2020
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50	11.50
IPO price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	10	10
Implied stock price range (or underlying asset price at December 31, 2020)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.12
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	21
Term
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.70	5.75
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.46	0.46
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0
Minimum | Implied stock price range (or underlying asset price at December 31, 2020)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input		9.35
Minimum | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input		14
Maximum | Implied stock price range (or underlying asset price at December 31, 2020)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input		9.66
Maximum | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and Rights Outstanding, Measurement Input		23

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Changes in fair value of warrant liabilities (Details)	4 Months Ended
	Dec. 31, 2020USD ($)
Class of Warrant or Right [Line Items]
Change in valuation inputs or other assumptions (1)	$ 12,110,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Initial measurement on November 27, 2020	9,879,000
Change in valuation inputs or other assumptions (1)	4,806,000
Fair value as of December 31, 2020	14,685,000
Public
Class of Warrant or Right [Line Items]
Initial measurement on November 27, 2020	12,650,000
Change in valuation inputs or other assumptions (1)	6,325,000
Fair value as of December 31, 2020	18,975,000
Warrant Liabilities
Class of Warrant or Right [Line Items]
Initial measurement on November 27, 2020	22,529,000
Change in valuation inputs or other assumptions (1)	11,131,000
Fair value as of December 31, 2020	$ 33,660,000