Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 08, 2021 | Jun. 30, 2020 | |
Entity Listings [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Description | This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of L&F Acquisition Corp. as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on May 28, 2021 (the “First Amended Filing”). The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on November 23, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Therefore, on November 12, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of November 23, 2020 (the "Post IPO Balance Sheet"), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 28, 2021 (“2020 Form 10-K/A No. 1”), (ii) audited financial statements included in the 2020 Form 10-K/A No. 1, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 28, 2021; and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company's audited financial statements included in the 2020 Form 10-K/A No. 1, and the unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q”). | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | L&F Acquisition Corp. | ||
Entity Central Index Key | 0001823575 | ||
Entity Address, State or Province | IL | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 17,250,000 | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,312,500 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,478,928 |
Prepaid expenses | 295,658 |
Total Current assets | 1,774,586 |
Marketable securities held in Trust Account | 175,089,531 |
TOTAL ASSETS | 176,864,117 |
Current liabilities | |
Accrued expenses | 126,944 |
Accrued offering costs | 350,000 |
Total Current liabilities | 476,944 |
Deferred underwriting fee payable | 6,037,500 |
Warrant liabilities | 28,062,924 |
Total Liabilities | 34,577,368 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 17,250,000 shares at $10.15 per share | 175,087,500 |
Shareholder's Deficit | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 |
Additional paid-in capital | 0 |
Accumulated deficit | (32,801,182) |
Total Shareholder's Deficit | (32,800,751) |
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT | 176,864,117 |
Class A Ordinary Shares [Member] | |
Current liabilities | |
Class A ordinary shares subject to possible redemption, 17,250,000 shares at $10.15 per share | 175,087,500 |
Shareholder's Deficit | |
Ordinary shares | 0 |
Class B Ordinary Shares [Member] | |
Shareholder's Deficit | |
Ordinary shares | $ 431 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
LIABILITIES AND SHAREHOLDER'S DEFICIT | |
Common stock, possible redemption (in shares) | 3,111,956 |
Shareholder's Deficit | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized (in shares) | 1,000,000 |
Preference shares, shares issued (in shares) | 0 |
Preference shares, shares outstanding (in shares) | 0 |
Class A Ordinary Shares [Member] | |
LIABILITIES AND SHAREHOLDER'S DEFICIT | |
Common stock, possible redemption (in shares) | 17,250,000 |
Common stock, possible redemption price (in dollars per share) | $ / shares | $ 10.15 |
Shareholder's Deficit | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 500,000,000 |
Ordinary shares, shares issued (in shares) | 0 |
Ordinary shares, shares outstanding (in shares) | 0 |
Class B Ordinary Shares [Member] | |
Shareholder's Deficit | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized (in shares) | 50,000,000 |
Ordinary shares, shares issued (in shares) | 4,312,500 |
Ordinary shares, shares outstanding (in shares) | 4,312,500 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operating costs | $ 164,192 |
Loss from operations | (164,192) |
Other income: | |
Change in fair value of warrants | (6,829,174) |
Transaction costs allocable to warrant liabilities | (807,424) |
Interest earned on marketable securities held in Trust Account | 2,030 |
Net Loss | $ (7,798,760) |
Class A Ordinary Shares [Member] | |
Other income: | |
Basic weighted average shares outstanding (in shares) | shares | 5,303,571 |
Diluted weighted average shares outstanding (in shares) | shares | 5,303,571 |
Basic net income (loss) per share (in dollars per share) | $ / shares | $ (0.85) |
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ (0.85) |
Class B Ordinary Shares [Member] | |
Other income: | |
Basic weighted average shares outstanding (in shares) | shares | 3,915,179 |
Diluted weighted average shares outstanding (in shares) | shares | 3,915,179 |
Basic net income (loss) per share (in dollars per share) | $ / shares | $ (0.85) |
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ (0.85) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT - 4 months ended Dec. 31, 2020 - USD ($) | Common Stock [Member]Class A Ordinary Shares [Member] | Common Stock [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Aug. 19, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Aug. 19, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | $ 431 | 24,569 | 0 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor (in shares) | 4,312,500 | ||||
Accretion for Class A ordinary shares to redemption amount | (24,569) | (25,002,422) | (25,026,991) | ||
Net loss | 0 | (7,798,760) | (7,798,760) | ||
Ending balance at Dec. 31, 2020 | $ 0 | $ 431 | $ 0 | $ (32,801,182) | $ (32,800,751) |
Ending balance (in shares) at Dec. 31, 2020 | 0 | 4,312,500 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (7,798,760) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrants | 6,829,174 |
Transaction costs allocable to warrant liabilities | 807,424 |
Formation cost paid by Sponsor in exchange for issuance of Class B ordinary shares | 5,000 |
Interest earned on marketable securities held in Trust Account | (2,030) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (295,658) |
Accrued expenses | 126,944 |
Net cash used in operating activities | (327,906) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (175,087,501) |
Net cash used in investing activities | (175,087,501) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 169,050,000 |
Proceeds from sale of Private Placement Warrants | 8,037,500 |
Repayment of promissory note - related party | (64,126) |
Payment of offering costs | (129,039) |
Net cash provided by financing activities | 176,894,335 |
Net Change in Cash | 1,478,928 |
Cash - Beginning | 0 |
Cash - Ending | 1,478,928 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 175,087,500 |
Deferred underwriting fee payable | 6,037,500 |
Payment of offering costs through promissory note | 64,126 |
Offering costs included in accrued offering costs | 350,000 |
Offering costs paid by Sponsor in exchange for issuance of founder shares | $ 20,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS L&F 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. 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 18, 2020. On November 23, 2020, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $150,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated private placements of an aggregate of 6,859,505 warrants (the “Private Placement Warrants”) to JAR Sponsor, LLC (the “Sponsor”) and Jefferies LLC at a price of $1.00 per Private Placement Warrant and $1.21 per Private Placement Warrant, respectively, generating gross proceeds of $7,250,000, which are described in Note 5. On November 25, 2020, the underwriter fully exercised its over-allotment option, resulting in an additional 2,250,000 Units issued for an aggregate amount of $22,500,000. In connection with the underwriter’s full exercise of its over-allotment option, the Company also consummated the sale of an additional 728,925 Private Placement Warrants to the Sponsor and Jefferies LLC at $1.00 per Private Placement Warrant and $1.21 per Private Placement Warrant, respectively, generating total proceeds of $787,500. Transaction costs amounted to $10,050,665, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $563,165 of other offering costs. Following the closing of the Initial Public Offering on November 23, 2020, and the underwriters full exercise of its over-allotment option on November 25, 2020, an amount of approximately $175,087,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund 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 Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.15 per Public Share), 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 underwriter (as discussed in Note 7). 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 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 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 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 have until May 23, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay 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 underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete 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 $10.15. 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) $10.15 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 $10.15 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 underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.5 million in its operating bank accounts and working capital of approximately $1.3 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to cover for certain formation and offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to the Note (see Note 6), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was repaid on November 23, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 23, 2022 to consummate the proposed Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 23, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by May 23, 2022. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2—RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on May 28, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on November 30, 2020 (the “Post-IPO Balance Sheet”), and the Company’s Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as filed with the SEC on May 28, 2021, as well as the Form 10-Qs for the quarterly periods ended. March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited and unaudited financial statements covering the periods through December 31, 2020. The quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in the Company’s Form 10-Q for the quarterly period ended September 30, 2021. Impact of the Restatement The change in the carrying value of the redeemable shares of Class A ordinary shares in the IPO Balance Sheet resulted in a decrease of approximately $7.9 million in additional paid-in capital and an increase of approximately $21.8 million to accumulated deficit, as well as a reclassification of 3,111,956 shares of Class A ordinary shares from permanent equity to temporary equity as presented below. As of November 23, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Total assets $ 154,056,837 $ 154,056,837 Total liabilities $ 28,393,183 $ 28,393,183 Class A ordinary shares subject to possible redemption 120,663,653 31,586,347 152,250,000 Preferred shares - - - Class A ordinary shares 311 (311 ) - Class B ordinary shares 431 - 431 Additional paid-in capital 7,920,772 (7,920,772 ) - Accumulated deficit (4,785,937 ) (21,800,841 ) (26,586,777 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (31,586,347 ) $ (26,586,346 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 154,056,837 $ - $ 154,056,837 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: As of December 31, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Total assets $ 176,864,117 $ 176,864,117 Total liabilities $ 34,577,368 $ 34,577,368 Class A ordinary shares subject to possible redemption 137,286,748 37,800,752 175,087,500 Preferred shares - - - Class A ordinary shares 372 (372 ) - Class B ordinary shares 431 - 431 Additional paid-in capital 12,797,958 (12,797,958 ) - Accumulated deficit (7,798,760 ) (25,002,422 ) (32,801,182 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (37,800,752 ) $ (32,800,751 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 176,864,117 $ - $ 176,864,117 The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Period From August 20, 2020 (Inception) Through December 31, 2020 Cash Flow from Operating Activities $ (327,906 ) $ - $ (327,906 ) Cash Flows used in Investing Activities $ (175,087,501 ) $ - $ (175,087,501 ) Cash Flows provided by Financing Activities $ 176,894,335 $ - $ 176,894,335 Supplemental Disclosure of Noncash Financing Activities: Offering costs included in accrued expenses $ 350,000 $ - $ 350,000 Offering costs paid by Sponsor in exchange for issuance of founder shares 20,000 20,000 Deferred underwriting fee payable $ 6,037,500 $ - $ 6,037,500 Initial value of Class A ordinary shares subject to possible redemption $ 139,789,675 $ 35,297,825 $ 175,087,500 Change in value of Class A ordinary shares subject to possible redemption $ (2,502,627 ) $ 2,502,627 $ - The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period ended December 31, 2020: Earnings Per Share As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated For the period From August 20, 2020 (Inception) Through December 31, 2020 Net loss $ (7,798,760 ) $ - $ (7,798,760 ) Weighted average shares outstanding - Class A ordinary shares 17,134,615 (11,831,044 ) 5,303,571 Basic and diluted earnings per share - Class A ordinary shares $ - $ (0.85 ) $ (0.85 ) Weighted average shares outstanding - Class B ordinary shares 3,915,179 - 3,915,179 Basic and diluted earnings per share - Class B ordinary shares $ (1.99 ) $ 1.14 $ (0.85 ) Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 23, 2022 to consummate the proposed Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 23, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by November 23, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, 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 statement 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in a money market fund that only holds U.S. Treasury Securities. Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to 9,243,241 were charged to shareholder’s equity upon the completion of the Initial Public Offering (see Note 1) while $807,424 of offering costs were expensed as a period expense as of the date of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 17,250,000 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. The Company At December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 175,087,500 Less: Proceeds allocated to Public Warrants $ (13,196,250 )) Class A ordinary shares issuance costs $ (9,243,241 )) Excess funds in trust from sale of Private Warrants $ (2,587,500 )) Plus: Accretion of carrying value to redemption value $ 25,026,991 Class A ordinary shares subject to possible redemption $ 175,087,500 Warrant Liability (Restated) The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the public warrants were initially estimated using the Option Pricing Method with subsequent remeasurements utilizing the trading stock price, whereas the private warrants were estimated using a Black-Scholes Model approach (see Note 10). 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 Income (Loss) Per Ordinary Share (Restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 16,213,430 shares of ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. 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 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (4,486,647 ) $ (3,312,113 ) Denominator: Basic and diluted weighted average shares outstanding 5,303,571 3,915,179 Basic and diluted net loss per ordinary share $ (0.85 ) $ (0.85 ) As of December 31, 2020, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s ordinary shareholders. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. In connection with the underwriter’s full exercise of the over-allotment option on November 25, 2020, the Company sold an additional 2,250,000 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 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,000,000 and Jefferies LLC purchased an aggregate of 1,859,505 Private Placement Warrants at a price of approximately $1.21 per Private Placement Warrant, for an aggregate purchase price of approximately $2,250,000. In connection with the underwriter’s full exercise of its over-allotment option, the Company also consummated the sale of an additional 728,925 Private Placement Warrants, 450,000 of which were sold to the Sponsor at $1.00 per Private Placement Warrant and 278,925 of which were sold to Jefferies LLC at $1.21 per Private Placement Warrant, respectively, generating total proceeds of $787,500. 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 9). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the 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. In accordance with FINRA Rule 5110(g)(8)(A), the Private Placement Warrants purchased by Jefferies LLC will not be exercisable for more than five years from the effective date of the registration statement filed in connection with the Company’s Initial Public Offering for so long as they are held by the Jefferies LLC. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On August 28, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). On November 13, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 4,312,500 shares. The Founder Shares included an aggregate of up to 562,500 shares that were subject to forfeiture depending on the extent to which the underwriter’s 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 underwriter’s election to fully exercise their over-allotment option on November 25, 2020, no Founder Shares are currently 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 capitalizations, 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 18, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from August 20, 2020 (inception) through December 31, 2020, the Company incurred $10,000 in fees for these services, of which is included in accrued expenses in the accompanying balance sheet as of December 31, 2020. Promissory Note — Related Party On August 28, 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) June 30, 2021 or (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $64,126 was repaid at the closing of the Initial Public Offering on November 23, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). 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, the Company had no outstanding borrowings under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic 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) will have registration rights to require the Company to register a sale of any of securities held by them. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. The registration 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 $6,037,500 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. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
SHAREHOLDERS' EQUITY [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8 — SHAREHOLDERS’ EQUITY (Restated) Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. 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 concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after completion of this offering, plus the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9 —WARRANTS (Restated) Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued 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. 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 best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business 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. Notwithstanding the above, 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, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. ■ in whole and not in part; ■ at a price of $0.01 per warrant; ■ upon a minimum of 30 days’ prior written notice of redemption; and ■ if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. ■ in whole and not in part; ■ at a price of $0.10 per warrant; ■ upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ■ if, and only if, the closing price of the Class A ordinary shares 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 of 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. 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 the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers, Jefferies LLC or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers, Jefferies LLC 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. Further, in accordance with FINRA Rule 5110(g)(8)(A), the Private Placement Warrants purchased by Jefferies LLC will not be exercisable for more than five years from the effective date of the registration statement filed in connection with the Company’s Initial Public Offering for so long as they are held by the Jefferies LLC. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS (Restated) 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 an assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2020, assets held in the Trust Account were comprised of $175,089,531 in a money market fund which is invested in U.S. Treasury Securities. During the period from August 20, 2020 (inception) through December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 175,089,531 Liabilities: Warrant liability – Public Warrants 3 14,403,750 Warrant liability – Private Placement Warrants 3 13,659,174 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on November 23, 2020, the date of the Company’s Initial Public Offering, using an Option Pricing Method for the Public Warrants and a Black-Scholes Model for the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Company estimates the volatility of its ordinary shares warrants based on implied volatility from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk- free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The key inputs into the Option Pricing Method for the Public Warrants were as follows at initial measurement: Input November 23, 2020 (Initial Measurement) Risk-free interest rate 0.60 % Trading days per year 252 Expected volatility 28.0 % Exercise price $ $11.50 Stock Price $ $9.23 The key inputs into the Black-Scholes Model for the Private Placement Warrants were as follows at initial measurement: Input November 23, 2020 (Initial Measurement) Risk-free interest rate 0.60 % Trading days per year 252 Expected volatility 28.0 % Exercise price $ $11.50 Stock Price $ $9.23 On November 23, 2020, the Private Placement Warrants and Public Warrants were determined to be $1.65 and $1.53 per warrant, respectively, for aggregate values of $8.2 million and $12.8 million, respectively. Subsequent Measurement As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $13.7 million and $14.4 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of November 23, 2020 $ — $ — $ — Initial measurement on November 23, 2020 (IPO) 11,318,183 11,475,000 22,793,183 Measurement on November 25, 2020 (Over-Allotment) 1,202,726 1,721,250 2,923,976 Change in valuation inputs or other assumptions 1,138,265 1,207,500 2,345,765 Fair value as of December 31, 2020 $ 13,659,174 $ 14,403,750 $ 28,062,924 Level 3 financial liabilities consist of the Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. There were no transfers between Levels 1, 2 or 3 during the period from November 23, 2020 and December 31, 2020. The key inputs into the Option Pricing Method for Public Warrants and the Black-Scholes Model for Private Placement Warrants were: Input December 31, 2020 Risk-free interest rate 0.56 % Trading days per year 252 Expected volatility 28.0 % Exercise price $ $11.50 Stock Price $ $9.23 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the restatement discussed in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2020 (collectively, the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in a money market fund that only holds U.S. Treasury Securities. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to 9,243,241 were charged to shareholder’s equity upon the completion of the Initial Public Offering (see Note 1) while $807,424 of offering costs were expensed as a period expense as of the date of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, 17,250,000 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. The Company At December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 175,087,500 Less: Proceeds allocated to Public Warrants $ (13,196,250 )) Class A ordinary shares issuance costs $ (9,243,241 )) Excess funds in trust from sale of Private Warrants $ (2,587,500 )) Plus: Accretion of carrying value to redemption value $ 25,026,991 Class A ordinary shares subject to possible redemption $ 175,087,500 |
Warrant Liability | Warrant Liability (Restated) The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the public warrants were initially estimated using the Option Pricing Method with subsequent remeasurements utilizing the trading stock price, whereas the private warrants were estimated using a Black-Scholes Model approach (see Note 10). |
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 Income (Loss) per Ordinary Share | Net Income (Loss) Per Ordinary Share (Restated) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The Company did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 16,213,430 shares of ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. 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 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (4,486,647 ) $ (3,312,113 ) Denominator: Basic and diluted weighted average shares outstanding 5,303,571 3,915,179 Basic and diluted net loss per ordinary share $ (0.85 ) $ (0.85 ) As of December 31, 2020, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s ordinary shareholders. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] | |
Impact of Restatement | The change in the carrying value of the redeemable shares of Class A ordinary shares in the IPO Balance Sheet resulted in a decrease of approximately $7.9 million in additional paid-in capital and an increase of approximately $21.8 million to accumulated deficit, as well as a reclassification of 3,111,956 shares of Class A ordinary shares from permanent equity to temporary equity as presented below. As of November 23, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Total assets $ 154,056,837 $ 154,056,837 Total liabilities $ 28,393,183 $ 28,393,183 Class A ordinary shares subject to possible redemption 120,663,653 31,586,347 152,250,000 Preferred shares - - - Class A ordinary shares 311 (311 ) - Class B ordinary shares 431 - 431 Additional paid-in capital 7,920,772 (7,920,772 ) - Accumulated deficit (4,785,937 ) (21,800,841 ) (26,586,777 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (31,586,347 ) $ (26,586,346 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 154,056,837 $ - $ 154,056,837 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: As of December 31, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Total assets $ 176,864,117 $ 176,864,117 Total liabilities $ 34,577,368 $ 34,577,368 Class A ordinary shares subject to possible redemption 137,286,748 37,800,752 175,087,500 Preferred shares - - - Class A ordinary shares 372 (372 ) - Class B ordinary shares 431 - 431 Additional paid-in capital 12,797,958 (12,797,958 ) - Accumulated deficit (7,798,760 ) (25,002,422 ) (32,801,182 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (37,800,752 ) $ (32,800,751 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 176,864,117 $ - $ 176,864,117 The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Period From August 20, 2020 (Inception) Through December 31, 2020 Cash Flow from Operating Activities $ (327,906 ) $ - $ (327,906 ) Cash Flows used in Investing Activities $ (175,087,501 ) $ - $ (175,087,501 ) Cash Flows provided by Financing Activities $ 176,894,335 $ - $ 176,894,335 Supplemental Disclosure of Noncash Financing Activities: Offering costs included in accrued expenses $ 350,000 $ - $ 350,000 Offering costs paid by Sponsor in exchange for issuance of founder shares 20,000 20,000 Deferred underwriting fee payable $ 6,037,500 $ - $ 6,037,500 Initial value of Class A ordinary shares subject to possible redemption $ 139,789,675 $ 35,297,825 $ 175,087,500 Change in value of Class A ordinary shares subject to possible redemption $ (2,502,627 ) $ 2,502,627 $ - The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period ended December 31, 2020: Earnings Per Share As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated For the period From August 20, 2020 (Inception) Through December 31, 2020 Net loss $ (7,798,760 ) $ - $ (7,798,760 ) Weighted average shares outstanding - Class A ordinary shares 17,134,615 (11,831,044 ) 5,303,571 Basic and diluted earnings per share - Class A ordinary shares $ - $ (0.85 ) $ (0.85 ) Weighted average shares outstanding - Class B ordinary shares 3,915,179 - 3,915,179 Basic and diluted earnings per share - Class B ordinary shares $ (1.99 ) $ 1.14 $ (0.85 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Class A Common Stock Subject to Possible Redemption | At December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 175,087,500 Less: Proceeds allocated to Public Warrants $ (13,196,250 )) Class A ordinary shares issuance costs $ (9,243,241 )) Excess funds in trust from sale of Private Warrants $ (2,587,500 )) Plus: Accretion of carrying value to redemption value $ 25,026,991 Class A ordinary shares subject to possible redemption $ 175,087,500 |
Basic and Diluted Net Loss Per Ordinary Share | 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 Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss, as adjusted $ (4,486,647 ) $ (3,312,113 ) Denominator: Basic and diluted weighted average shares outstanding 5,303,571 3,915,179 Basic and diluted net loss per ordinary share $ (0.85 ) $ (0.85 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, 2020 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 175,089,531 Liabilities: Warrant liability – Public Warrants 3 14,403,750 Warrant liability – Private Placement Warrants 3 13,659,174 |
Level 3 Fair Value Measurement Inputs | The key inputs into the Option Pricing Method for the Public Warrants were as follows at initial measurement: Input November 23, 2020 (Initial Measurement) Risk-free interest rate 0.60 % Trading days per year 252 Expected volatility 28.0 % Exercise price $ $11.50 Stock Price $ $9.23 The key inputs into the Black-Scholes Model for the Private Placement Warrants were as follows at initial measurement: Input November 23, 2020 (Initial Measurement) Risk-free interest rate 0.60 % Trading days per year 252 Expected volatility 28.0 % Exercise price $ $11.50 Stock Price $ $9.23 The key inputs into the Option Pricing Method for Public Warrants and the Black-Scholes Model for Private Placement Warrants were: Input December 31, 2020 Risk-free interest rate 0.56 % Trading days per year 252 Expected volatility 28.0 % Exercise price $ $11.50 Stock Price $ $9.23 |
Changes in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of November 23, 2020 $ — $ — $ — Initial measurement on November 23, 2020 (IPO) 11,318,183 11,475,000 22,793,183 Measurement on November 25, 2020 (Over-Allotment) 1,202,726 1,721,250 2,923,976 Change in valuation inputs or other assumptions 1,138,265 1,207,500 2,345,765 Fair value as of December 31, 2020 $ 13,659,174 $ 14,403,750 $ 28,062,924 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Nov. 25, 2020 | Nov. 23, 2020 | Dec. 31, 2020 |
Proceeds from Issuance of Equity [Abstract] | |||
Gross proceeds from initial public offering | $ 169,050,000 | ||
Transaction costs | $ 10,050,665 | ||
Underwriting fees | 3,450,000 | ||
Deferred underwriting fees | 6,037,500 | 6,037,500 | |
Other offering costs | $ 563,165 | ||
Net proceeds deposited in trust account | $ 175,087,500 | $ 175,087,501 | |
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10.15 | ||
Maximum [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10.15 | ||
Amount of interest to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrant [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Warrants issued (in shares) | 728,925 | 6,859,505 | |
Gross proceeds from issuance of warrants | $ 787,500 | $ 7,250,000 | |
Private Placement Warrant [Member] | Sponsor [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Share Price (in dollars per share) | $ 1 | $ 1 | |
Warrants issued (in shares) | 450,000 | 5,000,000 | |
Gross proceeds from issuance of warrants | $ 5,000,000 | ||
Private Placement Warrant [Member] | Jefferies LLC [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Share Price (in dollars per share) | $ 1.21 | $ 1.21 | |
Warrants issued (in shares) | 278,925 | 1,859,505 | |
Gross proceeds from issuance of warrants | $ 2,250,000 | ||
Initial Public Offering [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Gross proceeds from initial public offering | 175,087,500 | ||
Initial Public Offering [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 15,000,000 | ||
Share Price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 150,000,000 | ||
Redemption price (in dollars per share) | $ 10.15 | ||
Initial Public Offering [Member] | Private Placement Warrant [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Gross proceeds from issuance of warrants | $ 2,587,500 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 2,250,000 | ||
Share Price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 22,500,000 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, Liquidity and Capital Resources (Details) - USD ($) | Aug. 28, 2020 | Dec. 31, 2020 |
Liquidity and Capital Resources [Abstract] | ||
Cash | $ 1,478,928 | |
Working capital | 1,300,000 | |
Sponsor [Member] | Founder Shares [Member] | Class B Ordinary Shares [Member] | ||
Liquidity and Capital Resources [Abstract] | ||
Contribution | $ 25,000 | |
Sponsor [Member] | Promissory Note [Member] | ||
Liquidity and Capital Resources [Abstract] | ||
Related party transaction | $ 300,000 | |
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | ||
Liquidity and Capital Resources [Abstract] | ||
Related party outstanding borrowings | $ 0 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Nov. 23, 2020 | Aug. 19, 2020 |
Restatement of Previously Issued Financial Statement [Abstract] | |||
Common stock, possible redemption (in shares) | 3,111,956 | ||
Balance Sheet [Abstract] | |||
Total Assets | $ 176,864,117 | $ 154,056,837 | |
Total liabilities | 34,577,368 | 28,393,183 | |
Class A ordinary shares subject to possible redemption | 175,087,500 | ||
Preferred shares | 0 | 0 | |
Additional paid-in capital | 0 | 0 | |
Accumulated deficit | (32,801,182) | (26,586,777) | |
Total shareholders' equity (deficit) | (32,800,751) | (26,586,346) | $ 0 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 176,864,117 | 154,056,837 | |
Maximum [Member] | |||
Restatement of Previously Issued Financial Statement [Abstract] | |||
Net tangible asset threshold for redeeming Public Shares | $ 5,000,001 | ||
Class A Ordinary Shares [Member] | |||
Restatement of Previously Issued Financial Statement [Abstract] | |||
Common stock, possible redemption (in shares) | 17,250,000 | ||
Balance Sheet [Abstract] | |||
Class A ordinary shares subject to possible redemption | $ 175,087,500 | 152,250,000 | |
Ordinary shares | 0 | 0 | |
Class B Ordinary Shares [Member] | |||
Balance Sheet [Abstract] | |||
Ordinary shares | 431 | 431 | |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | |||
Balance Sheet [Abstract] | |||
Total Assets | 176,864,117 | 154,056,837 | |
Total liabilities | 34,577,368 | 28,393,183 | |
Preferred shares | 0 | 0 | |
Additional paid-in capital | 12,797,958 | 7,920,772 | |
Accumulated deficit | (7,798,760) | (4,785,937) | |
Total shareholders' equity (deficit) | 5,000,001 | 5,000,001 | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 176,864,117 | 154,056,837 | |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | Class A Ordinary Shares [Member] | |||
Balance Sheet [Abstract] | |||
Class A ordinary shares subject to possible redemption | 137,286,748 | 120,663,653 | |
Ordinary shares | 372 | 311 | |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | Class B Ordinary Shares [Member] | |||
Balance Sheet [Abstract] | |||
Ordinary shares | 431 | 431 | |
Adjustment [Member] | |||
Balance Sheet [Abstract] | |||
Preferred shares | 0 | 0 | |
Additional paid-in capital | (12,797,958) | (7,920,772) | |
Accumulated deficit | (25,002,422) | (21,800,841) | |
Total shareholders' equity (deficit) | (37,800,752) | (31,586,347) | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) | 0 | 0 | |
Adjustment [Member] | Class A Ordinary Shares [Member] | |||
Balance Sheet [Abstract] | |||
Class A ordinary shares subject to possible redemption | 37,800,752 | 31,586,347 | |
Ordinary shares | (372) | (311) | |
Adjustment [Member] | Class B Ordinary Shares [Member] | |||
Balance Sheet [Abstract] | |||
Ordinary shares | $ 0 | $ 0 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Cash Flows (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash Flow from Operating Activities | $ (327,906) |
Cash Flows used in Investing Activities | (175,087,501) |
Cash Flows provided by Financing Activities | 176,894,335 |
Supplemental Disclosure of Noncash Financing Activities: | |
Offering costs included in accrued expenses | 350,000 |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 20,000 |
Deferred underwriting fee payable | 6,037,500 |
Initial classification of Class A ordinary shares subject to possible redemption | 175,087,500 |
Change in value of Class A ordinary shares subject to possible redemption | 0 |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | |
Statement of Cash Flows [Abstract] | |
Cash Flow from Operating Activities | (327,906) |
Cash Flows used in Investing Activities | (175,087,501) |
Cash Flows provided by Financing Activities | 176,894,335 |
Supplemental Disclosure of Noncash Financing Activities: | |
Offering costs included in accrued expenses | 350,000 |
Offering costs paid by Sponsor in exchange for issuance of founder shares | 20,000 |
Deferred underwriting fee payable | 6,037,500 |
Initial classification of Class A ordinary shares subject to possible redemption | 139,789,675 |
Change in value of Class A ordinary shares subject to possible redemption | (2,502,627) |
Adjustment [Member] | |
Statement of Cash Flows [Abstract] | |
Cash Flow from Operating Activities | 0 |
Cash Flows used in Investing Activities | 0 |
Cash Flows provided by Financing Activities | 0 |
Supplemental Disclosure of Noncash Financing Activities: | |
Offering costs included in accrued expenses | 0 |
Deferred underwriting fee payable | 0 |
Initial classification of Class A ordinary shares subject to possible redemption | 35,297,825 |
Change in value of Class A ordinary shares subject to possible redemption | $ 2,502,627 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS, Statement of Operations (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Statement of Operations [Abstract] | |
Net loss | $ | $ (7,798,760) |
Class A Ordinary Shares [Member] | |
Statement of Operations [Abstract] | |
Basic weighted average shares outstanding (in shares) | shares | 5,303,571 |
Diluted weighted average shares outstanding (in shares) | shares | 5,303,571 |
Basic earnings per share (in dollars per share) | $ / shares | $ (0.85) |
Diluted earnings per share (in dollars per share) | $ / shares | $ (0.85) |
Class B Ordinary Shares [Member] | |
Statement of Operations [Abstract] | |
Basic weighted average shares outstanding (in shares) | shares | 3,915,179 |
Diluted weighted average shares outstanding (in shares) | shares | 3,915,179 |
Basic earnings per share (in dollars per share) | $ / shares | $ (0.85) |
Diluted earnings per share (in dollars per share) | $ / shares | $ (0.85) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | |
Statement of Operations [Abstract] | |
Net loss | $ | $ (7,798,760) |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | Class A Ordinary Shares [Member] | |
Statement of Operations [Abstract] | |
Basic weighted average shares outstanding (in shares) | shares | 17,134,615 |
Diluted weighted average shares outstanding (in shares) | shares | 17,134,615 |
Basic earnings per share (in dollars per share) | $ / shares | $ 0 |
Diluted earnings per share (in dollars per share) | $ / shares | $ 0 |
As Reported As Previously Restated in 10-K/A Amendment No. 1 [Member] | Class B Ordinary Shares [Member] | |
Statement of Operations [Abstract] | |
Basic weighted average shares outstanding (in shares) | shares | 3,915,179 |
Diluted weighted average shares outstanding (in shares) | shares | 3,915,179 |
Basic earnings per share (in dollars per share) | $ / shares | $ (1.99) |
Diluted earnings per share (in dollars per share) | $ / shares | $ (1.99) |
Adjustment [Member] | |
Statement of Operations [Abstract] | |
Net loss | $ | $ 0 |
Adjustment [Member] | Class A Ordinary Shares [Member] | |
Statement of Operations [Abstract] | |
Basic weighted average shares outstanding (in shares) | shares | (11,831,044) |
Diluted weighted average shares outstanding (in shares) | shares | (11,831,044) |
Basic earnings per share (in dollars per share) | $ / shares | $ (0.85) |
Diluted earnings per share (in dollars per share) | $ / shares | $ (0.85) |
Adjustment [Member] | Class B Ordinary Shares [Member] | |
Statement of Operations [Abstract] | |
Basic weighted average shares outstanding (in shares) | shares | 0 |
Diluted weighted average shares outstanding (in shares) | shares | 0 |
Basic earnings per share (in dollars per share) | $ / shares | $ 1.14 |
Diluted earnings per share (in dollars per share) | $ / shares | $ 1.14 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) | Dec. 31, 2020USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash equivalents | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Offering Costs [Abstract] | |
Offering costs | $ 9,243,241 |
Offering costs expensed during period | $ 807,424 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | Nov. 25, 2020 | Nov. 23, 2020 | Dec. 31, 2020 |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Ordinary shares subject to possible redemption (in shares) | 3,111,956 | ||
Gross proceeds | $ 169,050,000 | ||
Class A ordinary shares issuance costs | (129,039) | ||
Class A ordinary shares subject to possible redemption | $ 175,087,500 | ||
Class A Ordinary Shares [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Ordinary shares subject to possible redemption (in shares) | 17,250,000 | ||
Class A ordinary shares subject to possible redemption | $ 152,250,000 | $ 175,087,500 | |
Private Warrant [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Proceeds allocated to Warrants | $ (787,500) | $ (7,250,000) | |
Initial Public Offering [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Gross proceeds | 175,087,500 | ||
Accretion of carrying value to redemption value | 25,026,991 | ||
Class A ordinary shares subject to possible redemption | 175,087,500 | ||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Class A ordinary shares issuance costs | (9,243,241) | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Proceeds allocated to Warrants | (13,196,250) | ||
Initial Public Offering [Member] | Private Warrant [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |||
Proceeds allocated to Warrants | $ (2,587,500) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Income Taxes [Abstract] | |
Unrecognized tax benefits | $ 0 |
Accrued interest and penalties | 0 |
Tax provision | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) Per Ordinary Share (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Class A Ordinary Shares [Member] | |
Net Income (Loss) Per Ordinary Share [Abstract] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,213,430 |
Numerator [Abstract] | |
Allocation of net loss, as adjusted | $ | $ (4,486,647) |
Denominator [Abstract] | |
Basic weighted average shares outstanding (in shares) | 5,303,571 |
Diluted weighted average shares outstanding (in shares) | 5,303,571 |
Basic net loss per ordinary share (in dollars per share) | $ / shares | $ (0.85) |
Diluted net loss per ordinary share (in dollars per share) | $ / shares | $ (0.85) |
Class B Ordinary Shares [Member] | |
Numerator [Abstract] | |
Allocation of net loss, as adjusted | $ | $ (3,312,113) |
Denominator [Abstract] | |
Basic weighted average shares outstanding (in shares) | 3,915,179 |
Diluted weighted average shares outstanding (in shares) | 3,915,179 |
Basic net loss per ordinary share (in dollars per share) | $ / shares | $ (0.85) |
Diluted net loss per ordinary share (in dollars per share) | $ / shares | $ (0.85) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Nov. 25, 2020 | Nov. 23, 2020 | Dec. 31, 2020 |
Public Warrant [Member] | |||
Initial Public Offering [Abstract] | |||
Warrants exercise price (in dollars per share) | $ 1.53 | ||
Initial Public Offering [Member] | Public Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 15,000,000 | ||
Unit price (in dollars per share) | $ 10 | ||
Initial Public Offering [Member] | Public Warrant [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each unit (in shares) | 0.5 | 0.5 | |
Warrants exercise price (in dollars per share) | $ 11.50 | ||
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each unit (in shares) | 1 | 1 | |
Number of securities called by each warrant (in shares) | 1 | ||
Over-Allotment Option [Member] | Public Shares [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 2,250,000 | ||
Unit price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement Warrant [Member] - USD ($) | Nov. 25, 2020 | Nov. 23, 2020 | Dec. 31, 2020 |
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 728,925 | 6,859,505 | |
Gross proceeds from issuance of warrants | $ 787,500 | $ 7,250,000 | |
Number of securities called by each warrant (in shares) | 1 | ||
Warrants exercise price (in dollars per share) | $ 11.50 | ||
Sponsor [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 450,000 | 5,000,000 | |
Share Price (in dollars per share) | $ 1 | $ 1 | |
Gross proceeds from issuance of warrants | $ 5,000,000 | ||
Jefferies LLC [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 278,925 | 1,859,505 | |
Share Price (in dollars per share) | $ 1.21 | $ 1.21 | |
Gross proceeds from issuance of warrants | $ 2,250,000 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | Nov. 13, 2020shares | Aug. 28, 2020USD ($)shares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 25, 2020shares |
Founder Shares [Abstract] | |||||
Stock conversion basis at time of business combination | 1 | ||||
Class A Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |||
Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Ordinary shares, shares outstanding (in shares) | 4,312,500 | 4,312,500 | |||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Stock conversion basis at time of business combination | 1 | ||||
Number of trading days | 20 days | ||||
Trading day threshold period | 30 days | ||||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |||||
Founder Shares [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 12 | $ 12 | |||
Threshold period after initial Business Combination | 150 days | ||||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | |||||
Founder Shares [Abstract] | |||||
Proceeds from issuance of stock | $ | $ 25,000 | ||||
Shares issued (in shares) | 5,750,000 | ||||
Number of shares surrendered (in shares) | 1,437,500 | ||||
Number of shares subject to forfeiture (in shares) | 0 | ||||
Ownership interest, as converted percentage | 20.00% | 20.00% | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | |||||
Founder Shares [Abstract] | |||||
Number of shares subject to forfeiture (in shares) | 562,500 | 562,500 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Support Agreement, Promissory Note and Related Party Loans (Details) - USD ($) | Nov. 23, 2020 | Nov. 18, 2020 | Aug. 28, 2020 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||||
Repayment of debt to related party | $ 64,126 | |||
Sponsor [Member] | Administrative Support Agreement [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party expense | $ 10,000 | |||
Sponsor [Member] | Administrative Support Agreement [Member] | Maximum [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 10,000 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 300,000 | |||
Repayment of debt to related party | $ 64,126 | |||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | ||||
Related Party Transactions [Abstract] | ||||
Share Price (in dollars per share) | $ 1 | |||
Related party outstanding borrowings | $ 0 | |||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 1,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 4 Months Ended | |
Dec. 31, 2020USD ($)Demand$ / shares | Nov. 25, 2020USD ($) | |
Underwriting Agreement [Abstract] | ||
Deferred underwriter fee discount (in dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting fees | $ | $ 6,037,500 | $ 6,037,500 |
Maximum [Member] | ||
Registration and Stockholder Rights [Abstract] | ||
Number of demands eligible security holder can make | Demand | 3 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | 12 Months Ended |
Dec. 31, 2020Vote$ / sharesshares | |
Stockholders' Equity [Abstract] | |
Preferred stock, shares authorized (in shares) | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Ordinary shares subject to possible redemption, outstanding (in shares) | 3,111,956 |
Stock conversion basis at time of business combination | 1 |
Stock conversion percentage threshold | 20.00% |
Class A Ordinary Shares [Member] | |
Stockholders' Equity [Abstract] | |
Ordinary shares, shares authorized (in shares) | 500,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares subject to possible redemption, issued (in shares) | 17,250,000 |
Ordinary shares subject to possible redemption, outstanding (in shares) | 17,250,000 |
Ordinary shares, shares issued (in shares) | 0 |
Ordinary shares, shares outstanding (in shares) | 0 |
Voting right per share | Vote | 1 |
Class B Ordinary Shares [Member] | |
Stockholders' Equity [Abstract] | |
Ordinary shares, shares authorized (in shares) | 50,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares issued (in shares) | 4,312,500 |
Ordinary shares, shares outstanding (in shares) | 4,312,500 |
Voting right per share | Vote | 1 |
WARRANTS (Details)
WARRANTS (Details) | 4 Months Ended |
Dec. 31, 2020$ / shares | |
Warrants [Abstract] | |
Period warrants to become exercisable after completion of business combination | 30 days |
Period required for warrants to become exercisable, after Initial Public Offering | 1 year |
Warrants expiration period | 5 years |
Number of days to file registration statement | 20 days |
Period for registration statement to become effective | 60 days |
Class A Ordinary Shares [Member] | Additional Issue of Common Stock or Equity [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
Number of trading days | 20 days |
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price | 115.00% |
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price | 180.00% |
Class A Ordinary Shares [Member] | Additional Issue of Common Stock or Equity [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60.00% |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 30 days |
Number of trading days | 20 days |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 30 days |
Number of trading days | 20 days |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) | Dec. 31, 2020USD ($) |
Liabilities [Abstract] | |
Warrant liability | $ 28,062,924 |
Recurring [Member] | Level 1 [Member] | |
Assets [Abstract] | |
Marketable securities held in Trust Account | 175,089,531 |
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 14,403,750 |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | $ 13,659,174 |
FAIR VALUE MEASUREMENTS, Initia
FAIR VALUE MEASUREMENTS, Initial Measurement (Details) $ in Millions | Dec. 31, 2020$ / sharesshares | Nov. 23, 2020USD ($)$ / sharesshares |
Fair Value Measurements [Abstract] | ||
Trading days per year | 5 years | |
Public Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants exercise price (in dollars per share) | $ 1.53 | |
Aggregate value | $ | $ 12.8 | |
Private Placement Warrants [Member] | ||
Warrants [Abstract] | ||
Warrants exercise price (in dollars per share) | $ 1.65 | |
Aggregate value | $ | $ 8.2 | |
Warrants [Member] | Public Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Trading days per year | 252 days | |
Warrants [Member] | Public Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0060 | |
Warrants [Member] | Public Warrants [Member] | Expected Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.2800 | |
Warrants [Member] | Public Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | |
Warrants [Member] | Public Warrants [Member] | Stock Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.23 | |
Warrants [Member] | Private Placement Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Trading days per year | 252 days | |
Warrants [Member] | Private Placement Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0060 | |
Warrants [Member] | Private Placement Warrants [Member] | Expected Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.2800 | |
Warrants [Member] | Private Placement Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 11.50 | |
Warrants [Member] | Private Placement Warrants [Member] | Stock Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 9.23 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | shares | 0.5 | 0.5 |
Warrants [Abstract] | ||
Warrants exercise price (in dollars per share) | $ 11.50 | |
Initial Public Offering [Member] | Common Class A [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | shares | 1 | 1 |
FAIR VALUE MEASUREMENTS, Subseq
FAIR VALUE MEASUREMENTS, Subsequent Measurement (Details) | 1 Months Ended | |
Dec. 31, 2020USD ($)$ / shares | Nov. 23, 2020$ / shares | |
Fair Value Measurements [Abstract] | ||
Trading days per year | 5 years | |
Warrants [Member] | Public Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Trading days per year | 252 days | |
Warrants [Member] | Public Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.0060 | |
Warrants [Member] | Public Warrants [Member] | Expected Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | 0.2800 | |
Warrants [Member] | Public Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ / shares | 11.50 | |
Warrants [Member] | Public Warrants [Member] | Stock Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ / shares | 9.23 | |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | ||
Fair Value Measurements [Abstract] | ||
Trading days per year | 252 days | |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Risk Free Interest Rate [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ / shares | 0.0056 | |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Expected Volatility [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ / shares | 0.2800 | |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Exercise Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ / shares | 11.50 | |
Warrants [Member] | Public Warrants and Private Placement Warrants [Member] | Stock Price [Member] | ||
Fair Value Measurements [Abstract] | ||
Measurement input | $ / shares | 9.23 | |
Recurring [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value | $ 0 | |
Change in valuation inputs or other assumptions | 2,345,765 | |
Fair value | 28,062,924 | |
Recurring [Member] | Public Warrants [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value | 0 | |
Change in valuation inputs or other assumptions | 1,207,500 | |
Fair value | 14,403,750 | |
Recurring [Member] | Private Placement Warrants [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value | 0 | |
Change in valuation inputs or other assumptions | 1,138,265 | |
Fair value | 13,659,174 | |
Recurring [Member] | IPO [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value | 22,793,183 | |
Recurring [Member] | IPO [Member] | Public Warrants [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value | 11,475,000 | |
Recurring [Member] | IPO [Member] | Private Placement Warrants [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value | 11,318,183 | |
Recurring [Member] | Over-Allotment Option [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value | 2,923,976 | |
Recurring [Member] | Over-Allotment Option [Member] | Public Warrants [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value | 1,721,250 | |
Recurring [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Fair value | $ 1,202,726 |