Cover Page
Cover Page - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Dec. 29, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Entity Central Index Key | 0001823776 | ||
Entity Registrant Name | H.I.G. Acquisition Corp. | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity File Number | 001-39639 | ||
Entity Tax Identification Number | 98-1556204 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Address, State or Province | FL | ||
City Area Code | 305 | ||
Local Phone Number | 379-2322 | ||
Entity Ex Transition Period | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 0 | ||
Amendment Description | References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to H.I.G. Acquisition Corp. unless the context otherwise indicates. This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of H.I.G. Acquisition Corp. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (“First Amended Filing”). Restatement Background The Company has followed Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) in accounting for its redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”). This included recording the Public Shares in permanent equity on its balance sheet. However, the Company maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In September 2021, the Company’s management re-evaluated and ultimately concluded that the classification of $5,000,001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity. In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2021 (the “Q3 Form 10-Q”), the Company concluded that it would change its accounting and reflect the full amount of all redeemable Public Shares in temporary equity. This was a change from the Company’s previous accounting practice whereby it maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the change in presentation for the Public Shares subject to possible redemption, the Company also revised its earnings per share to allocate net income (loss) evenly to all Public Shares and Class B ordinary shares. On December 14, 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 October 23, 2020, (the “Post-IPO Balance Sheet”) as previously restated in the First Amended Filing, (ii) audited financial statements included in the First Amended Filing, (iii) unaudited interim financial statements as of and for the three months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 24, 2021, (iv) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 16, 2021, and (v) unaudited interim financial statements as of and for the three and nine months ended September 30, 2021 included in the Q3 Form 10-Q (collectively, the “Affected Periods”), in each case, should be restated to classify all of the Public Shares as temporary equity and should no longer be relied upon. As a result, the Company is restating its financial statements for the Affected Periods herein for the Post-IPO Balance Sheet and the Company’s audited financial statements included in the First Amended Filing and in a Form 10-Q/A for the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021. The restatement does not have an impact on its cash position and cash held in the trust account (the “Trust Account”) established in connection with the initial public offering (the “IPO”). The Company’s management has concluded that a material weakness had developed in the Company’s internal control over financial reporting related to the accounting for complex financial instruments and that the Company’s disclosure controls and procedures were not effective as a result. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 9A of Part II hereof. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment No. 2, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment No. 2 under Item 15 of Part IV hereof. Internal Control and Disclosure Controls Considerations Following the conclusion that the classification of $5,000,0001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity, and in connection with the restatement, the Company’s management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2020. The Company’s management has concluded that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2020, due to the material weakness in internal controls over financial reporting related to the accounting for complex financial instruments. The material weakness is more fully described in Item 9A: Controls and Procedures, contained herein. For the convenience of the reader, this Amendment No. 2 sets forth the Annual Report on Form 10-K of the Company as of and for the period ended December 31, 2020, as filed with the SEC on March 30, 2021 (the “Original Filing”), as amended by the First Amended Filing, and as amended to reflect the restatement in connection with the reclassification of the Public Shares as temporary equity. No attempt has been made in this Amendment No. 2 to update other disclosures presented in the Original Filing or the First Amended Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement: • Part I - Item 1A. Risk Factors • Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. • Part II - Item 9A. Controls and Procedures. • Part IV - Item 15. Exhibits, Financial Statement Schedules. Except as described above, no other information included in the Original Filing or the First Amended Filing is being amended or updated by this Amendment No. 2, and accordingly, this Amendment No. 2 does not reflect or purport to reflect any information or events occurring after the filing dates of the Original Filing or the First Amended Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 2 should be read in conjunction with the First Amended Filing and the Company’s other filings with the SEC. This Amendment No. 2 does not reflect adjustments for events occurring after March 30, 2021, the date of the filing of the Original Filing, or events occurring after May 24, 2021, the date of the filing of the First Amended Filing, except to the extent they are otherwise required to be included and discussed herein and did not substantively modify or update the disclosures herein other than as required to reflect the adjustments described above. This Amendment No. 2 should be read in conjunction with the Company’s Current Reports on Form 8-K filed with the SEC since the date of filing of the Original Filing and all of the Company’s filings after the date hereof. | ||
Entity Address, Address Line One | 1450 Brickell Avenue | ||
Entity Address, Address Line Two | 31st Floor | ||
Entity Address, City or Town | Miami | ||
Entity Address, Postal Zip Code | 33131 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | HIGA | ||
Security Exchange Name | NYSE | ||
Title of 12(g) Security | Class A ordinary shares included as part of the units | ||
Entity Common Stock, Shares Outstanding | 36,394,500 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,098,625 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | HIGA.U | ||
Security Exchange Name | NYSE | ||
Title of 12(g) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | HIGA WS | ||
Security Exchange Name | NYSE | ||
Title of 12(g) Security | Redeemable warrants included as part of the units |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 30,103 |
Prepaid expenses | 1,096,949 |
Total current assets | 1,127,052 |
Investments held in Trust Account | 363,951,287 |
Total assets | 365,078,339 |
Current liabilities: | |
Accounts payable | 58,206 |
Accrued expenses | 98,579 |
Total current liabilities | 156,785 |
Deferred underwriting commissions | 12,738,075 |
Derivative warrant liabilities | 23,995,840 |
Total liabilities | 36,890,700 |
Commitments and Contingencies | |
Class A ordinary shares; 36,394,500 shares subject to possible redemption at $10.00 per share | 363,945,000 |
Shareholders' Equity | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 0 |
Accumulated deficit | (35,758,271) |
Total shareholders' equity | (35,757,361) |
Total Liabilities and Shareholders' Equity | 365,078,339 |
Common Class A [Member] | |
Current liabilities: | |
Class A ordinary shares; 36,394,500 shares subject to possible redemption at $10.00 per share | 36,394,500 |
Shareholders' Equity | |
Common Stock, Value, Issued | 0 |
Common Class B [Member] | |
Shareholders' Equity | |
Common Stock, Value, Issued | $ 910 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | 4 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 950,000,000 |
Ordinary shares, shares issued | 0 |
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 36,394,500 |
Common stock redemption price per share | $ / shares | $ 10 |
Common Class B [Member] | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 40,000,000 |
Ordinary shares, shares issued | 9,098,625 |
Ordinary shares, shares outstanding | 9,098,625 |
Statement of Operations
Statement of Operations | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 299,362 |
Administrative expenses - related party | 23,871 |
Loss from operations | (323,233) |
Other income (expenses) | |
Change in fair value of derivative warrant liabilities | (8,739,000) |
Financing costs - derivative warrant liabilities | (586,610) |
Net gain from investments held in Trust Account | 6,287 |
Net loss | (9,642,556) |
Common Class A [Member] | |
Other income (expenses) | |
Net loss | $ 6,899,489 |
Weighted average shares outstanding, basic and diluted | shares | 22,696,153 |
Basic and diluted net loss per share | $ / shares | $ (0.30) |
Common Class B [Member] | |
Other income (expenses) | |
Net loss | $ 2,743,067 |
Weighted average shares outstanding, basic and diluted | shares | 9,023,430 |
Basic and diluted net loss per share | $ / shares | $ (0.30) |
Statement of Changes In Shareho
Statement of Changes In Shareholders' Equity - 4 months ended Dec. 31, 2020 - USD ($) | Total | Common Class B [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance beginning at Sep. 01, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance beginning (Shares) at Sep. 01, 2020 | 0 | ||||
Issuance of ordinary shares to Sponsor | 25,000 | $ 910 | 24,090 | ||
Issuance of ordinary shares to Sponsor (Shares) | 9,098,625 | ||||
Accretion of Class A ordinary shares subject to redemption | (26,139,805) | $ (24,090) | (26,115,715) | ||
Net loss | (9,642,556) | $ 2,743,067 | (9,642,556) | ||
Balance ending at Dec. 31, 2020 | $ (35,757,361) | $ 910 | $ (35,758,271) | ||
Balance ending (Shares) at Dec. 31, 2020 | 9,098,625 |
Statement of Cash Flows
Statement of Cash Flows | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (9,642,556) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Net gain from investments held in Trust Account | (6,287) |
Change in fair value of derivative warrant liabilities | 8,739,000 |
Financing costs - derivative warrant liabilities | 586,610 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,096,949) |
Accounts payable | 58,206 |
Accrued expenses | 13,579 |
Net cash used in operating activities | (1,323,397) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (363,945,000) |
Net cash used in investing activities | (363,945,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (236,755) |
Proceeds received from initial public offering, gross | 363,945,000 |
Proceeds received from private placement | 9,278,900 |
Offering costs paid | (7,688,645) |
Net cash provided by financing activities | 365,298,500 |
Net change in cash | 30,103 |
Cash - beginning of the period | 0 |
Cash - end of the period | 30,103 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accrued expenses | 85,000 |
Payment of offering costs through note payable - related party | 236,755 |
Deferred underwriting commissions | $ 12,738,075 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 4 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Organization and General H.I.G. Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 2, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 2, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is H.I.G. Acquisition Advisors, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on October 20, 2020. The Company consummated the Initial Public Offering of one-third s Initial Public Offering 45-day $ underwriting fees) (the “Over- Allotment”). Simultaneously with the closing of the Initial Public Offering on October 23, 2020, the Company completed the first closing of the private placement (the “Private Placement”) and sold an aggregate 5,666,667 warrants (each, a “Private Placement Warrant, and together, the “Private Placement Warrants”) at a $1.50 per Private Placement Warrant to the S $8.5 million. Simultaneously with the closing of the Over-Allotment on December 1, 2020, the Company additional 519,267 Private Placement Warrants by the sponsor, generating gross proceeds to the Company of approximately $0.8 Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement s per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, the Over-Allotment and the Private Placements were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-Allotment and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% post-transaction acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, (the “Investment Company Act”). The Company will provide the holders of its Class A ordinary shares (the “Public Shareholders”), par value , sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares have been classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least upon such consummation of a Business Combination, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against or vote at all for the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and each member of the Company’s management team have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and any director nominees, if applicable, agree not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 23, 2022 (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each member of the Company’s management team has agreed to waive their rights to liquidating distributions with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) 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 $10.00 per share due to reductions in the value of the Trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent 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. Going Concern Consideration As of December 31, 2020, we had approximately $30,000 in our operating bank accounts and working capital of approximately $970,000 . Further, we have incurred and expect to continue to incur significant costs in pursuit of its acquisition plans. Through December 31, 2020, our liquidity needs have been satisfied through a payment of $25,000 from our sponsor to pay for certain offering costs in exchange for issuance of the founder shares, a loan under a promissory note of approximately $237,000 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards 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 October 23, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. 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 liquidity condition and 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 October 23, 2022. Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements the Company’s financial statements for the period from September 2, 2020 (inception) through December 31, 2020, (collectively, the “Affected Period”), are restated to correct the misapplication of accounting guidance related to the Company’s Class A ordinary shares subject to possible redemption in temporary equity in the Company’s previously issued audited financial statements for such periods. Emerging growth company As an emerging growth company, the Company 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 4 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Restatement of Previously Issued Financial Statements | NOTE 2 —RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has followed ASC 480 in accounting for its Class A ordinary shares subject to redemption. This included recording the Public Shares in permanent equity on its balance sheet. However, the Company maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In September 2021, the Company’s management re-evaluated 10-Q, On December 14, 2021, the Company’s management and the Audit Committee concluded that the Company’s previously issued financial statements for the Affected Periods, in each case, Post-IPO 10-Q/A Impact of the Restatement The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the Affected Periods is presented below. As of October 23, 2020 Balance Sheet As Reported Restatement Adjustment As Restated Class A ordinary shares subject to possible redemption $ 294,579,620 $ 69,365,380 $ 363,945,000 Shareholders’ equity (deficit) Class A ordinary shares, $0.0001 par value 1,736 (1,736 ) — Additional paid-in 5,662,890 (5,662,890 ) — Accumulated deficit (665,558 ) (63,700,754 ) (64,366,312 ) As of December 31, 2020 Balance Sheet As Reported As Previously Restated in the First Amended Filing Restatement Adjustment As Restated Class A ordinary shares subject to possible redemption $ 323,187,630 $ 40,757,370 $ 363,945,000 Shareholders’ Equity (Deficit) Class A ordinary shares, $0.0001 par value 408 (408 ) — Additional paid-in 14,641,247 (14,641,247 ) — Accumulated deficit (9,642,556 ) (26,115,715 ) (35,758,271 ) For the Period from September 2, 2020 (inception) through December 31, 2020 Statement of Operations As Reported As Previously Restated in the First Amended Filing Restatement Adjustment As Restated Weighted average shares outstanding of Class A ordinary shares 34,280,343 (11,584,190 ) 22,696,153 Basic and diluted net income per ordinary share, Class A $ — $ (0.30 ) $ (0.30 ) Weighted average shares outstanding of Class B ordinary shares 8,684,834 338,596 9,023,430 Basic and diluted net loss per ordinary share, Class B $ (1.11 ) $ 0.81 $ (0.30 ) For the Period from September 2, 2020 (inception) through December 31, 2020 Statement of Cash Flows As Reported As Previously Restated in the First Amended Filing Restatement Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 332,161,540 $ (332,161,540 ) $ — |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, the Company had $363,951,287 in cash equivalents. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account can be comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The Company uses NAV as a practical expedient to record the fair value for its investments in money market funds with published NAV. The fair value of warrants issued in connection with the Initial Public Offering were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Beginning as of December 31, 2020, the fair value of Public Warrants and Private Placement Warrants have been measured based on the listed market price of the Public Warrants Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating $0.6 million is included in financing cost -derivative warrant liabilities in the statement of operations and $20.2 million is included in shareholders’ equity. Class A Ordinary Shares subject to possible redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at December 31, 2020, 36,394,500 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase an aggregate of 18,317,434 shares of Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. 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 per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net loss to Class A shares of $6,899,489 for the period from September 2, 2020 (inception) through December 31, 2020 by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net loss to Class B shares of $2,743,067 for the period from September 2, 2020 (inception) through December 31, 2020 by the weighted average number of Class B ordinary shares outstanding for the period . Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 12,131,500 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 6,185,934 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants and subsequently measured by reference to the listed trading prices of the Public Warrants. Income taxes FASB ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 4 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 4 On October 23, 2020, the Company consummated the Initial Public Offering of 32,500,000 Units, at $10.00 per Unit, generating gross proceeds of $325.0 45-day . On November 25, 2020, the underwriters partially exercised the over-allotment option and on December underwriting fees). Each Unit consists of Class A ordinary share, and one-third of redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase Class A ordinary share at a price of $ per share, subject to adjustment (see Note 7 . |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 Founder Shares On September 3, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 19,406,250 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On September 28, 2020, the Sponsor effected a surrender of 6,468,750 Founder Shares to the Company for no consideration. On October 15, 2020, the Sponsor effected a surrender of 3,593,750 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 9,343,750 shares. All shares and associated per share amounts have been retroactively restated to reflect all shares surrendered. The Sponsor agreed to forfeit up to 1,218,750 Founder Shares to the extent that the over- allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on November 25, 2020; thus, only 245,125 shares of Class B ordinary shares were forfeited in conjunction with the underwriters’ partial exercise of the over-allotment. The Sponsor transferred to four independent directors of the Company an aggregate of 35,000 Founder Shares each, for a total of 140,000 shares, in September 2020. The Sponsor and the Company’s directors and executive officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the initial Business Combination and (b) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for 30-trading days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering on October 23, 2020, the Company completed the of 5,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $8.5 million. Simultaneously with the closing of the Over-Allotment on December 1, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 519,267 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $0.8 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On September 3, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 the 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 $4.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement On October 23, 2020, the Company entered into an agreement to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from September 2, 2020 (inception) through December 31, 2020, the Company incurred approximately $24,000 for these services which is included in Administrative expenses — related party on the accompanying statement of operations. There was approximately $24,000 outstanding balance under the agreement as of December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 4 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day On November 25, 2020, the underwriters partially exercised the over-allotment option and on December 1, 2020, purchased an additional 3,894,500 Over- Allotment Units, generating gross proceeds of approximately $38.9 million, and incurring additional offering costs of approximately $2.1 million in underwriting fees (inclusive of approximately $1.4 million in deferred underwriting fees). The underwriters were entitled to an underwriting discount of $0.20 per unit, or $7.3 million in the aggregate, paid upon the closing of the Initial Public Offering and Over-Allotment. In addition, $0.35 per unit, or approximately $12.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a partner company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 4 Months Ended |
Dec. 31, 2020 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities [Text Block] | NOTE 7. DERIVATIVE WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the s practicable, but in no event later than twenty (20) business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per whole share, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” 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 described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Redemption of warrants for cash 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 last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the agreed redemption date and the “fair market value” of the Company’s Class A ordinary shares; • if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading the Company sends the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholder's Equity
Shareholder's Equity | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Equity | NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares, provided, however, that such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block] | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: December 31, 2020 Description Quoted Prices in Active (Level 1) Significant Other Significant Other Assets: Investments held in Trust Account $ 363,951,287 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 15,892,270 $ — $ — Derivative warrant liabilities - Private $ — $ 8,103,570 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Warrants transferred to a Level 2 measurement by referring to the market price of the Public Warrants. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since December 2020. The fair value of the Private Placement Warrants has subsequently been measured by reference to the trading price of the Public Warrants For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from a decrease in the fair value of liabilities of approximately $8.7 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its Class A ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of October 23, 2020 Volatility 15.7 % Stock price $ 9.72 Expected life of the options to convert 1.50 Risk-free rate 0.55 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from September 2, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at September 2, 2020 (inception) $ — Issuance of Public and Private Warrants - Level 3 measurements 15,256,840 Change in fair value of derivative warrant liabilities with Level 3 inputs 8,739,000 Transfer of Public Warrants to Level 1 (15,892,270 ) Transfer of Private Warrants to Level 2 (8,103,570 ) Derivative warrant liabilities at December 31, 2020 with Level 3 inputs $ — |
Subsequent Events
Subsequent Events | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued and has concluded that 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) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2020, the Company had $363,951,287 in cash equivalents. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account can be comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2020, the carrying values of cash, accounts payable, and accrued expenses, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the balance sheet. As of December 31, 2020, the Company’s portfolio of investments held in the Trust Account is comprised entirely of investments in money market funds that invest in U.S. government securities. The Company uses NAV as a practical expedient to record the fair value for its investments in money market funds with published NAV. The fair value of warrants issued in connection with the Initial Public Offering were initially and subsequently measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants. Beginning as of December 31, 2020, the fair value of Public Warrants and Private Placement Warrants have been measured based on the listed market price of the Public Warrants |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating $0.6 million is included in financing cost -derivative warrant liabilities in the statement of operations and $20.2 million is included in shareholders’ equity. |
Class A Ordinary Shares subject to possible redemption | Class A Ordinary Shares subject to possible redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, Accordingly, at December 31, 2020, 36,394,500 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Net income (loss) per ordinary share | Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase an aggregate of 18,317,434 shares of Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. 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 per share, basic and diluted for Class A ordinary shares is calculated by dividing the pro rata allocation of net loss to Class A shares of $6,899,489 for the period from September 2, 2020 (inception) through December 31, 2020 by the weighted average number of Class A ordinary shares outstanding for the period. Net income per share basic and diluted for Class B ordinary shares is calculated by dividing the pro rata allocation of net loss to Class B shares of $2,743,067 for the period from September 2, 2020 (inception) through December 31, 2020 by the weighted average number of Class B ordinary shares outstanding for the period . |
Derivative Warrant liabilities | Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 12,131,500 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 6,185,934 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering were initially measured at fair value using a Monte Carlo simulation model for the Public Warrants and Private Placement Warrants and subsequently measured by reference to the listed trading prices of the Public Warrants. |
Income Taxes | Income taxes FASB ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
Summary Of Restatement Of Financial Statements [Table Text Block] | The impact of the restatement on the balance sheet, statement of operations and statement of cash flows for the Affected Periods is presented below. As of October 23, 2020 Balance Sheet As Reported Restatement Adjustment As Restated Class A ordinary shares subject to possible redemption $ 294,579,620 $ 69,365,380 $ 363,945,000 Shareholders’ equity (deficit) Class A ordinary shares, $0.0001 par value 1,736 (1,736 ) — Additional paid-in 5,662,890 (5,662,890 ) — Accumulated deficit (665,558 ) (63,700,754 ) (64,366,312 ) As of December 31, 2020 Balance Sheet As Reported As Previously Restated in the First Amended Filing Restatement Adjustment As Restated Class A ordinary shares subject to possible redemption $ 323,187,630 $ 40,757,370 $ 363,945,000 Shareholders’ Equity (Deficit) Class A ordinary shares, $0.0001 par value 408 (408 ) — Additional paid-in 14,641,247 (14,641,247 ) — Accumulated deficit (9,642,556 ) (26,115,715 ) (35,758,271 ) For the Period from September 2, 2020 (inception) through December 31, 2020 Statement of Operations As Reported As Previously Restated in the First Amended Filing Restatement Adjustment As Restated Weighted average shares outstanding of Class A ordinary shares 34,280,343 (11,584,190 ) 22,696,153 Basic and diluted net income per ordinary share, Class A $ — $ (0.30 ) $ (0.30 ) Weighted average shares outstanding of Class B ordinary shares 8,684,834 338,596 9,023,430 Basic and diluted net loss per ordinary share, Class B $ (1.11 ) $ 0.81 $ (0.30 ) For the Period from September 2, 2020 (inception) through December 31, 2020 Statement of Cash Flows As Reported As Previously Restated in the First Amended Filing Restatement Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 332,161,540 $ (332,161,540 ) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary Of Assets And Laibilities Measured At Fair Value | The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: December 31, 2020 Description Quoted Prices in Active (Level 1) Significant Other Significant Other Assets: Investments held in Trust Account $ 363,951,287 $ — $ — Liabilities: Derivative warrant liabilities - Public $ 15,892,270 $ — $ — Derivative warrant liabilities - Private $ — $ 8,103,570 $ — |
Summary Of Quantitative Information Regarding Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of October 23, 2020 Volatility 15.7 % Stock price $ 9.72 Expected life of the options to convert 1.50 Risk-free rate 0.55 % Dividend yield 0.0 % |
Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value | The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from September 2, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at September 2, 2020 (inception) $ — Issuance of Public and Private Warrants - Level 3 measurements 15,256,840 Change in fair value of derivative warrant liabilities with Level 3 inputs 8,739,000 Transfer of Public Warrants to Level 1 (15,892,270 ) Transfer of Private Warrants to Level 2 (8,103,570 ) Derivative warrant liabilities at December 31, 2020 with Level 3 inputs $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 01, 2020 | Oct. 23, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 03, 2020 |
Initial public offering, gross proceeds | $ 363,945,000 | |||||
Initial public offering, private placement gross proceeds | $ 9,278,900 | |||||
Common stock, price per public share | $ 10 | |||||
Public shares redeemable amount limit of net tangible assets | $ 5,000,001 | |||||
Percentage of aggregate public shares restricted from redeem | 15.00% | |||||
Business combination within in the combination period, possible per share value of residual assets remaining available for distribution | $ 10 | |||||
Cash | $ 30,103 | |||||
Net working capital | $ 970,000 | |||||
Warrants exercise price | $ 11.50 | |||||
Sponsor [Member] | ||||||
Initial public offering, units | 35,000 | |||||
Contribution from the sponsor | $ 25,000 | |||||
Proceeds from notes payable short term | 237,000 | |||||
Maximum [Member] | ||||||
Public shares redeemable amount limit of net tangible assets | 5,000,001 | |||||
Business combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | |||||
Minimum [Member] | ||||||
Initial public offering, price per unit | $ 10 | |||||
Percentage of aggregate public shares restricted from redeem | 100.00% | |||||
Percentage Of Ownership In Investment Company Post Business Combination [Member] | ||||||
Equity method investment, ownership percentage | 50.00% | |||||
Trust account [Member] | ||||||
Initial public offering, price per unit | $ 10 | |||||
Initial public offering, gross proceeds | $ 363,900,000 | |||||
Trust account [Member] | Minimum [Member] | ||||||
Initial public offering, price per unit | $ 10 | |||||
Common Class A [Member] | ||||||
Ordinary shares, par value | $ 0.0001 | 0.0001 | ||||
Common stock, price per public share | 9.20 | |||||
Warrants exercise price | $ 11.50 | |||||
Common Class B [Member] | ||||||
Ordinary shares, par value | 0.0001 | $ 0.0001 | ||||
IPO [Member] | ||||||
Initial public offering, units | 32,500,000 | |||||
Initial public offering, price per unit | $ 10 | $ 10 | ||||
Initial public offering, gross proceeds | $ 325,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Initial public offering, units | 3,894,500 | 4,875,000 | 4,875,000 | |||
Initial public offering, price per unit | $ 10 | |||||
Initial public offering, gross proceeds | $ 38,900,000 | |||||
Deferred Underwriting Fee | 1,400,000 | |||||
Additional Offering Costs | $ 2,100,000 | |||||
Over-Allotment Option [Member] | Common Class B [Member] | ||||||
Initial public offering, units | 3,894,500 | |||||
Initial public offering, gross proceeds | $ 38,900,000 | |||||
Deferred Underwriting Fee | 1,400,000 | |||||
Additional Offering Costs | $ 2,100,000 | |||||
Private Placement [Member] | ||||||
Initial public offering, units | 5,666,667 | |||||
Initial public offering, price per unit | $ 1.50 | |||||
Initial public offering, private placement gross proceeds | $ 8,500,000 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Initial public offering, price per unit | $ 1.50 | |||||
Initial public offering, private placement gross proceeds | $ 8,500,000 | |||||
Class Of Warrants Or Rights Issued During The Period | 519,267 | |||||
Proceeds from Issuance of Warrants | $ 800,000 | |||||
Private Placement [Member] | Common Class A [Member] | ||||||
Ordinary shares, par value | $ 11.50 | |||||
Warrants exercise price | $ 11.50 | |||||
Private Placement Warrants [Member] | ||||||
Class of warrants or rights warrants issued during the period | 5,666,667 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Financial Statements (Details) - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Oct. 23, 2020 | |
Balance Sheet | ||
Class A ordinary shares subject to possible redemption | $ 363,945,000 | |
Shareholders' equity (deficit) | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (35,758,271) | |
Common Class A [Member] | ||
Balance Sheet | ||
Class A ordinary shares subject to possible redemption | 36,394,500 | |
Shareholders' equity (deficit) | ||
Class A ordinary shares - $0.0001 par value | $ 0 | |
Statement of Operations | ||
Weighted average shares outstanding of Class A ordinary shares | 22,696,153 | |
Basic and diluted net income per ordinary share, Class A | $ (0.30) | |
Common Class B [Member] | ||
Shareholders' equity (deficit) | ||
Class A ordinary shares - $0.0001 par value | $ 910 | |
Statement of Operations | ||
Weighted average shares outstanding of Class A ordinary shares | 9,023,430 | |
Basic and diluted net income per ordinary share, Class A | $ (0.30) | |
As Previously Reported [Member] | ||
Shareholders' equity (deficit) | ||
Additional paid-in capital | $ 14,641,247 | $ 5,662,890 |
Accumulated deficit | (9,642,556) | (665,558) |
Statement of Cash Flows | ||
Initial value of Class A ordinary shares subject to possible redemption | 332,161,540 | |
As Previously Reported [Member] | Common Class A [Member] | ||
Balance Sheet | ||
Class A ordinary shares subject to possible redemption | 323,187,630 | 294,579,620 |
Shareholders' equity (deficit) | ||
Class A ordinary shares - $0.0001 par value | $ 408 | 1,736 |
Statement of Operations | ||
Weighted average shares outstanding of Class A ordinary shares | 34,280,343 | |
As Previously Reported [Member] | Common Class B [Member] | ||
Statement of Operations | ||
Weighted average shares outstanding of Class A ordinary shares | 8,684,834 | |
Basic and diluted net income per ordinary share, Class A | $ (1.11) | |
Restatement Adjustment [Member] | ||
Shareholders' equity (deficit) | ||
Additional paid-in capital | $ (14,641,247) | (5,662,890) |
Accumulated deficit | (26,115,715) | (63,700,754) |
Statement of Cash Flows | ||
Initial value of Class A ordinary shares subject to possible redemption | (332,161,540) | |
Restatement Adjustment [Member] | Common Class A [Member] | ||
Balance Sheet | ||
Class A ordinary shares subject to possible redemption | 40,757,370 | 69,365,380 |
Shareholders' equity (deficit) | ||
Class A ordinary shares - $0.0001 par value | $ (408) | (1,736) |
Statement of Operations | ||
Weighted average shares outstanding of Class A ordinary shares | (11,584,190) | |
Basic and diluted net income per ordinary share, Class A | $ (0.30) | |
Restatement Adjustment [Member] | Common Class B [Member] | ||
Statement of Operations | ||
Weighted average shares outstanding of Class A ordinary shares | 338,596 | |
Basic and diluted net income per ordinary share, Class A | $ 0.81 | |
Restated [Member] | ||
Shareholders' equity (deficit) | ||
Accumulated deficit | $ (35,758,271) | (64,366,312) |
Restated [Member] | Common Class A [Member] | ||
Balance Sheet | ||
Class A ordinary shares subject to possible redemption | $ 363,945,000 | $ 363,945,000 |
Statement of Operations | ||
Weighted average shares outstanding of Class A ordinary shares | 22,696,153 | |
Basic and diluted net income per ordinary share, Class A | $ (0.30) | |
Restated [Member] | Common Class B [Member] | ||
Statement of Operations | ||
Weighted average shares outstanding of Class A ordinary shares | 9,023,430 | |
Basic and diluted net income per ordinary share, Class A | $ (0.30) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Summary Of Restatement Of Financial Statements (Parenthetical) (Details) - $ / shares | Dec. 31, 2020 | Oct. 23, 2020 |
Common Class A [Member] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 01, 2020 |
Minimum net worth required for compliance | $ 5,000,001 | $ 5,000,001 | |
Stockholders equity attributable to parent | (35,757,361) | $ 0 | |
Public shares redeemable amount limit of net tangible assets | 5,000,001 | ||
Maximum [Member] | |||
Public shares redeemable amount limit of net tangible assets | $ 5,000,001 | ||
Previously Reported [Member] | Subsequent Event [Member] | |||
Stockholders equity attributable to parent | $ 5,000,001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 03, 2020 | Dec. 31, 2020 |
Investments held in Trust Account | $ 363,951,287 | |
Federal depository insurance coverage | 250,000 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 363,945,000 | |
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | 18,317,434 | |
Net loss | $ (9,642,556) | |
Financing costs derivative warrant liabilities | (586,610) | |
IPO [Member] | ||
Financing costs derivative warrant liabilities | 600,000 | |
Financing costs included in shareholders equity | $ 20,200,000 | |
IPO [Member] | Warrant [Member] | ||
Stock issued during period shares, warrants issued | 12,131,500 | |
Private Placement [Member] | Warrant [Member] | ||
Stock issued during period shares, warrants issued | 6,185,934 | |
Common Class B [Member] | ||
Net loss | $ 2,743,067 | |
Stock issued during period shares, warrants issued | 19,406,250 | |
Common Class A [Member] | ||
Temporary Equity, Carrying Amount, Attributable to Parent | 36,394,500 | |
Net loss | $ 6,899,489 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 01, 2020 | Oct. 23, 2020 | Dec. 31, 2020 |
Initial public offering, gross proceeds | $ 363,945,000 | ||
Common Class A [Member] | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |
IPO [Member] | |||
Initial public offering, units | 32,500,000 | ||
Initial public offering, price per unit | $ 10 | $ 10 | |
Initial public offering, gross proceeds | $ 325,000,000 | ||
Initial public offering, offering costs | 18,600,000 | ||
Initial public offering, deferred underwriting commissions | $ 11,400,000 | ||
Over-Allotment Option [Member] | |||
Initial public offering, units | 3,894,500 | 4,875,000 | 4,875,000 |
Initial public offering, price per unit | $ 10 | ||
Initial public offering, gross proceeds | $ 38,900,000 | ||
Additional offering costs | 2,100,000 | ||
Deferred underwriting fee | $ 1,400,000 | ||
Private Placement [Member] | |||
Initial public offering, units | 5,666,667 | ||
Initial public offering, price per unit | $ 1.50 | ||
Private Placement [Member] | Common Class A [Member] | |||
Ordinary shares, par value | $ 11.50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 01, 2020 | Oct. 23, 2020 | Oct. 15, 2020 | Sep. 28, 2020 | Sep. 03, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Offering costs for an aggregate price | $ 25,000 | ||||||
Initial Public Offering, private placement gross proceeds | $ 9,278,900 | ||||||
Warrants exercise price per shares | $ 11.50 | ||||||
Amounts due to related party | $ 24,000 | ||||||
Share Price More Than Or Equals To USD tweleve [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | ||||||
Public Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 150 days | ||||||
Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
No of shares issued | 5,666,667 | ||||||
Initial Public Offering, price per unit | $ 1.50 | ||||||
Initial Public Offering, private placement gross proceeds | $ 8,500,000 | ||||||
Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Initial Public Offering, price per unit | $ 10 | ||||||
Minimum [Member] | Share Price More Than Or Equals To USD tweleve [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of warrant or right redemption threshold consecutive trading days | 20 days | ||||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares common stock subject to repurchase Or cancellation | 3,593,750 | ||||||
Percentage of founder shares from related party | 20.00% | ||||||
Maximum number of shares | 140,000 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
No of shares issued | 35,000 | ||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | ||||||
Debt face amount | 300,000 | ||||||
Proceeds from notes payable short term | $ 237,000 | ||||||
Sponsor [Member] | Administration Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | 24,000 | ||||||
Sponsor [Member] | Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Initial Public Offering, price per unit | $ 1.50 | ||||||
Initial Public Offering, private placement gross proceeds | $ 8,500,000 | ||||||
Class Of Warrants Or Rights Issued During The Period | 519,267 | ||||||
Proceeds from Issuance of Warrants | $ 800,000 | ||||||
Sponsor And Other Related Parties [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from notes payable short term | $ 237,000 | ||||||
Related party loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Working capital loan | $ 4,500,000 | ||||||
Conversion price for warrants | $ 1.50 | ||||||
Long-term Debt | $ 0 | ||||||
Office Space Secretarial And Administrative Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Shares common stock subject to repurchase Or cancellation | 36,394,500 | ||||||
Common stock shares outstanding | 0 | ||||||
Warrants exercise price per shares | $ 11.50 | ||||||
Common Class A [Member] | Public Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Closing Share Threshold Price | $ 12 | ||||||
Common Class A [Member] | Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, par value | 11.50 | ||||||
Warrants exercise price per shares | 11.50 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock shares issued during the period | shares | 19,406,250 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Shares common stock subject to repurchase Or cancellation | 6,468,750 | ||||||
Common stock shares outstanding | 9,343,750 | 9,098,625 | |||||
Shares were subject to forfeiture | 245,125 | ||||||
Common Class B [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares were subject to forfeiture | 1,218,750 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 01, 2020 | Oct. 23, 2020 | Dec. 31, 2020 |
Option to purchase additional units | 4,875,000 | ||
Underwriting discount per unit | $ 0.20 | ||
Underwriting discount value | $ 7,300,000 | ||
Deferred underwriting commissions per unit | $ 0.35 | ||
Deferred underwriting commissions | $ 12,738,075 | ||
Initial public offering, gross proceeds | $ 363,945,000 | ||
Over-Allotment Option [Member] | |||
Stock Issued During Period, Shares, New Issues | 3,894,500 | 4,875,000 | 4,875,000 |
Initial public offering, gross proceeds | $ 38,900,000 | ||
Additional offering costs | 2,100,000 | ||
Deferred underwriting fee | $ 1,400,000 | ||
Common Class B [Member] | Over-Allotment Option [Member] | |||
Stock Issued During Period, Shares, New Issues | 3,894,500 | ||
Initial public offering, gross proceeds | $ 38,900,000 | ||
Additional offering costs | 2,100,000 | ||
Deferred underwriting fee | $ 1,400,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | Dec. 31, 2020 | Oct. 23, 2020 |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Warrants and rights outstanding, term | 5 years | |
Sale of stock, price per share | $ 10 | |
Redemption of shares per warrant | 0.361 | |
Redemption Trigger Price One [Member] | ||
Redemption of warrants price per share | 18 | |
Redemption price per warrant | 0.01 | |
Share price | 18 | |
Redemption Trigger Price Two [Member] | ||
Redemption of warrants price per share | 10 | |
Redemption price per warrant | 0.10 | |
Share price | 10 | |
Redemption Trigger Price Two [Member] | Maximum [Member] | ||
Share price | 18 | |
Common Class A [Member] | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Sale of stock, price per share | $ 9.20 | |
Percent of equity proceeds | 60.00% | |
Volume weighted average trading price | $ 9.20 | |
Percent of exercise price of warrant to market value | 115.00% | |
Share redemption price | $ 18 | |
Common Class A [Member] | Redemption Trigger Price Two [Member] | ||
Percent of exercise price of warrant to market value | 180.00% | |
Share redemption price | $ 10 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - USD ($) | Dec. 01, 2020 | Oct. 23, 2020 | Oct. 15, 2020 | Sep. 28, 2020 | Dec. 31, 2020 | Sep. 03, 2020 |
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 363,945,000 | |||||
Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
Common Class A [Member] | ||||||
Common stock, shares authorized | 950,000,000 | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares, outstanding | 0 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 36,394,500 | |||||
Common stock shares outstanding subject to possible redemption | 36,394,500 | |||||
Common stock shares issued subject to possible redemption | 36,394,500 | |||||
Common Class B [Member] | ||||||
Common stock, shares authorized | 40,000,000 | |||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares, outstanding | 9,343,750 | 9,098,625 | ||||
Sale of stock, number of shares issued | 19,406,250 | |||||
Number of shares surrender | 3,593,750 | 6,468,750 | ||||
Shares subject to forfeiture | 1,218,750 | |||||
Sale of stock, percentage of ownership before transaction | 20.00% | |||||
Percent of shares on converted basis | 20.00% | |||||
Shares were subject to forfeiture | 245,125 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Decrease in fair value of liabilties presented in derivative warrant liabilities | $ 8.7 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Assets And Laibilities Measured At Fair Value (Details) | Dec. 31, 2020USD ($) |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative Warrant Liabilities | $ 23,995,840 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets, Fair Value Disclosure [Abstract] | |
Assets Held-in-trust, Noncurrent | 363,951,287 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative Warrant Liabilities | 15,892,270 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Private warrants [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative Warrant Liabilities | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |
Assets, Fair Value Disclosure [Abstract] | |
Assets Held-in-trust, Noncurrent | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative Warrant Liabilities | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Private warrants [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative Warrant Liabilities | 8,103,570 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |
Assets, Fair Value Disclosure [Abstract] | |
Assets Held-in-trust, Noncurrent | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative Warrant Liabilities | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private warrants [Member] | |
Liabilities, Fair Value Disclosure [Abstract] | |
Derivative Warrant Liabilities |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 [Member] | Oct. 23, 2020$ / shares |
Measurement Input, Price Volatility [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Volatility | 15.70% |
Measurement Input, Share Price [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Stock price | $ 9.72 |
Measurement Input, Expected Term [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Expected life of the options to convert | 1 year 6 months |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Risk-free rate | 0.55% |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Dividend yield | 0.00% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary Of Reconciliation Of Warrant Liabilities Measured At Fair Value (Details) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value of derivative warrant liabilities | $ 8,739,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Opening Balance | 0 |
Issuance of Public and Private Warrants | 15,256,840 |
Change in fair value of derivative warrant liabilities | 8,739,000 |
Transfer of Public Warrants to Level 1 | (15,892,270) |
Transfer of Private Warrants to Level 2 | (8,103,570) |
Ending Balance | $ 0 |