Cover Page
Cover Page | 4 Months Ended |
Dec. 31, 2020 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Entity Registrant Name | ALTIMAR ACQUISITION CORP. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001823945 |
Amendment Flag | false |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Assets, Current [Abstract] | |
Cash | $ 928,766 |
Prepaid expenses | 349,388 |
Total Current Assets | 1,278,154 |
Cash and marketable securities held in Trust Account | 275,038,028 |
TOTAL ASSETS | 276,316,182 |
Current liabilities | |
Accrued expenses | 93,136 |
Accrued offering costs | 48,965 |
Total Current Liabilities | 142,101 |
Warrant liability | 34,974,813 |
Deferred underwriting fee payable | 9,625,000 |
Total Liabilities | 44,741,914 |
Commitments and Contingencies | |
Stockholder's Equity | |
Additional paid-in capital | 10,280,339 |
Accumulated deficit | (5,281,503) |
Total Shareholders' Equity | 5,000,008 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 276,316,182 |
Class A common stock | |
Current liabilities | |
Class A ordinary shares subject to possible redemption, 22,657,426 shares at $10.00 per share | 226,574,260 |
Stockholder's Equity | |
Common stock | 484 |
Class B common stock | |
Stockholder's Equity | |
Common stock | $ 688 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A common stock | |
Temporary Equity Shares Outstanding | 22,657,426 |
Temporary Equity Par Value Per Share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 4,842,574 |
Common stock, shares outstanding | 4,842,574 |
Class B common stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 50,000,000 |
Common stock, shares issued | 6,875,000 |
Common stock, shares outstanding | 6,875,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Formation and operational costs | $ 299,659 |
Loss from operations | (299,659) |
Other (expense) income: | |
Interest earned on marketable securities held in Trust Account | 38,028 |
Change in fair value of warrants | (5,019,872) |
Net loss | $ (5,281,503) |
Common Class A [Member] | |
Other (expense) income: | |
Weighted average shares outstanding, basic and diluted | shares | 27,000,000 |
Basic and diluted net loss per ordinary shares | $ / shares | $ 0 |
Common Class B [Member] | |
Other (expense) income: | |
Weighted average shares outstanding, basic and diluted | shares | 6,518,595 |
Basic and diluted net loss per ordinary shares | $ / shares | $ (0.82) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 4 months ended Dec. 31, 2020 - USD ($) | Total | Sponsor | Additional Paid-in Capital | Additional Paid-in CapitalSponsor | Accumulated Deficit | Class A common stockCommon Stock | Class B common stockCommon Stock | Class B common stockCommon StockSponsor |
Balance at the beginning at Aug. 19, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Class B common stock to Sponsors | 259,285,712 | $ 25,000 | 259,282,962 | $ 24,281 | $ 2,750 | $ 719 | ||
Issuance of Class B common stock to Sponsors (in shares) | 27,500,000 | 7,187,500 | ||||||
Sale of 5,000,000 Private Placement Warrants | 7,500,000 | 7,500,000 | ||||||
Forfeiture of Founder Shares | 31 | $ (31) | ||||||
Forfeiture of Founder Shares (in shares) | (312,500) | |||||||
Initial classification of warrant liability | (29,954,941) | (29,954,941) | ||||||
Class A ordinary shares subject to possible redemption | (226,574,260) | (226,571,994) | $ (2,266) | |||||
Class A ordinary shares subject to possible redemption (in shares) | (22,657,426) | |||||||
Net loss | (5,281,503) | (5,281,503) | ||||||
Balance at the end at Dec. 31, 2020 | $ 5,000,008 | $ 10,280,339 | $ (5,281,503) | $ 484 | $ 688 | |||
Balance at the end (in shares) at Dec. 31, 2020 | 4,842,574 | 6,875,000 |
STATEMENT OF CHANGES IN SHARE_2
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) | 4 Months Ended | |||
Dec. 31, 2020 | Nov. 09, 2020 | Nov. 05, 2020 | Oct. 27, 2020 | |
Sale of 27,500,000 Units, net of underwriting discounts and offering costs | $ 259,285,712 | |||
Private Placement | ||||
Private Placement Warrants | 5,000,000 | 333,333 | 333,333 | 4,666,667 |
Class A common stock | Common Stock | ||||
Sale of 27,500,000 Units, net of underwriting discounts and offering costs | $ 2,750 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |
Net loss | $ (5,281,503) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Payment of formation costs in exchange for issuance of Class B ordinary shares | 299,659 |
Change in fair value of warrants | 5,019,872 |
Interest earned on marketable securities held in Trust Account | (38,028) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (349,388) |
Accrued expenses | 93,136 |
Net cash used in operating activities | (550,911) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (275,000,000) |
Net cash used in investing activities | (275,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 269,500,000 |
Proceeds from sale of Private Placement Warrants | 7,500,000 |
Proceeds from promissory note – related party | 5,000 |
Payments of offering costs | (99,890) |
Payments of offering costs | (425,433) |
Net cash provided by financing activities | 276,479,677 |
Net Change in Cash | 928,766 |
Cash - Beginning | 0 |
Cash - Ending | 928,766 |
Non-cash investing and financing activities: | |
Offering costs included in accrued offering costs | 48,965 |
Offering costs paid directly by Sponsor from proceeds of issuance of Class B ordinary shares | 20,000 |
Offering costs paid through promissory note – related party | 94,890 |
Initial classification of warrant liability | 29,954,941 |
Initial classification of Class A ordinary shares subject to possible redemption | 231,850,770 |
Change in value of Class A ordinary shares subject to possible redemption | (5,276,510) |
Deferred underwriting fee payable | $ 9,625,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 4 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Altimar Acquisition Corporation (the “Company” or “Altimar”) is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, activities in connection with the proposed business combination with Owl Rock Capital Group LLC, a Delaware limited liability company (“Owl Rock”) and the Dyal Capital Partners (“Dyal”) division of Neuberger Berman Group LLC (see Note 7). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on October 22, 2020. On October 27, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Altimar Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 5. Following the closing of the Initial Public Offering on October 27, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 On November 5, 2020, the underwriters elected to partially exercise their over-allotment option for which the Company consummated the sale of an additional 2,500,000 Units, at $10.00 per Unit, and the sale of an additional 333,333 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $25,500,000. A total of $25,000,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $275,000,000. Total transaction costs amounted to $15,714,288, consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees and $589,288 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until October 27, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 4 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding warrants as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. An instrument would be considered indexed to an entity’s own stock if its settlement amount were equal the difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would be inputs to the fair value of a fixed-for-fixed forward or option on equity shares. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. As a result of the above, the Company is reclassifying the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of October 27, 2020 (audited) Warrant Liability $ — $ 29,954,941 $ 29,954,941 Ordinary Shares Subject to Possible Redemption 237,680,710 (29,954,941 ) 207,725,769 Class A Ordinary Shares 123 300 423 Additional Paid-in Capital 5,004,160 (300 ) 5,003,860 Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 34,974,813 $ 34,974,813 Ordinary Shares Subject to Possible Redemption 261,549,080 (34,974,813 ) 226,574,260 Class A Ordinary Shares 135 349 484 Additional Paid-in Capital 5,260,809 5,019,530 10,280,339 Accumulated Deficit (261,631 ) (5,019,872 ) (5,281,503 ) Shareholders’ Equity 5,000,001 7 5,000,008 Period from August 20, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (5,019,872 ) $ (5,019,872 ) Net loss (261,631 ) (5,019,872 ) (5,281,503 ) Basic and diluted net loss per share, Class B (0.05 ) (0.77 ) (0.82 ) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Cash and Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Deferred Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $15,714,288 were charged to shareholders’ equity upon the completion of the Initial Public Offering. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9). Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 14,166,666 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share and per share amounts): For the Period from Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 38,028 Net Earnings $ 38,028 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 27,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (5,281,503 ) Redeemable Net Earnings $ (38,028 ) Non-Redeemable $ (5,319,531 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 6,518,595 Loss/Basic and Diluted Non-Redeemable $ (0.82 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 4 Months Ended |
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 4 — Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units, at a purchase price of $10.00 per Unit, inclusive of 2,500,000 Units sold to the underwriters on November 9, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one Class A ordinary share and one-third share (see Note 8 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 4 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 5 — Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,000,000. On November 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 333,333 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $500,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — Founder Shares On September 1, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 21, 2020, the Sponsor effectuated a surrender of 1,437,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000 to 7,187,500. On October 19, 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors. These shares shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares included an aggregate of up to 312,500 shares that were subject to forfeiture as a result of the underwriters’ election to partially exercise their over-allotment option, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. All share and per-share . The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Support Agreement The Company agreed, commencing on October 22, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative support. For the period from August 20, 2020 (inception) through December 31, 2020, the Company incurred $20,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet as of December 31, 2020. Promissory Note — Related Party On September 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 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 outstanding borrowings under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 4 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on October 22, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,625,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On December 23, 2020, the Company entered into a definitive business combination agreement (the “Business Combination Agreement”), by and among the Company, Owl Rock, and Dyal to form Blue Owl Capital Inc. (“Blue Owl”), a publicly-traded alternative asset management firm that would have over $45.0 billion in assets under management. Pursuant to the transaction, the Company, which currently holds $275 million in cash in its Trust Account, will combine with Blue Owl at an estimated $12.5 billion pro forma equity value. Cash proceeds in connection with the transaction will be funded through a combination of the Company’s cash in its Trust Account and a $1.5 billion fully committed, common stock private investment in common equity at $10.00 per share. The transaction will be consummated subject to the deliverables and provisions as further described in the Business Combination Agreement. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8 — Preference Shares — Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 4,842,574 Class A ordinary shares issued or outstanding, excluding 22,657,426 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the reported closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided, that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; • if, and only if, the last reported sale price (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 • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company has not completed a 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 Public 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. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination (excluding any forward purchase securities) 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above 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 above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | NOTE 9 — The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At December 31, 2020, assets held in the Trust Account were comprised of $737 in cash and $275,037,291 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. At December 31, 2020, there were 9,166,666 Public Warrants and 5,000,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Description December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and marketable securities held in Trust Account $ 275,038,028 $ 275,038,028 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 21,343,306 $ — $ — $ 21,343,306 Warrant Liability – Private Placement Warrants $ 13,631,507 $ — $ — $ 13,631,507 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020. The following table provides quantitative information regarding Level 3 fair value measurements: At October 27, 2020 (Initial As of Stock price $ 8.50 $ 9.23 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 40.0 % 40.0 % Risk-free rate 0.5 % 0.6 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 2.33 $ 2.73 The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of August 20, 2020 $ — $ — $ — Initial measurement on October 27, 2020 11,651,159 18,303,782 29,954,941 Change in valuation inputs or other assumptions 1,980,348 3,039,524 5,019,872 Fair value as of December 31, 2020 $ 13,631,507 $ 21,343,306 $ 34,974,813 The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows: Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 04/29/2021) 1 $ 275,037,291 $ (6,186 ) $ 275,031,105 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — In connection with Altimar’s proposed business combination with Owl Rock and Dyal, certain purported Altimar stockholders have filed lawsuits alleging breaches of fiduciary duty. Altimar has also received a demand letter and a threatened complaint that allege substantially the same issues. Altimar believes that these pending and threatened lawsuits are without merit and intends to defend the matters vigorously. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s 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, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Deferred Offering Costs | Deferred Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $15,714,288 were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte Carlo simulation approach (see Note 9). |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 14,166,666 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share and per share amounts): For the Period from Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 38,028 Net Earnings $ 38,028 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 27,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (5,281,503 ) Redeemable Net Earnings $ (38,028 ) Non-Redeemable $ (5,319,531 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 6,518,595 Loss/Basic and Diluted Non-Redeemable $ (0.82 ) As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
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 restatements of certain amounts in the financial statements | The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of October 27, 2020 (audited) Warrant Liability $ — $ 29,954,941 $ 29,954,941 Ordinary Shares Subject to Possible Redemption 237,680,710 (29,954,941 ) 207,725,769 Class A Ordinary Shares 123 300 423 Additional Paid-in Capital 5,004,160 (300 ) 5,003,860 Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 34,974,813 $ 34,974,813 Ordinary Shares Subject to Possible Redemption 261,549,080 (34,974,813 ) 226,574,260 Class A Ordinary Shares 135 349 484 Additional Paid-in Capital 5,260,809 5,019,530 10,280,339 Accumulated Deficit (261,631 ) (5,019,872 ) (5,281,503 ) Shareholders’ Equity 5,000,001 7 5,000,008 Period from August 20, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (5,019,872 ) $ (5,019,872 ) Net loss (261,631 ) (5,019,872 ) (5,281,503 ) Basic and diluted net loss per share, Class B (0.05 ) (0.77 ) (0.82 ) |
Summary Of Calculation Of Basic
Summary Of Calculation Of Basic And Diluted Net Income (Loss) Per Ordinary Share (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule Of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share and per share amounts): For the Period from Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 38,028 Net Earnings $ 38,028 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 27,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (5,281,503 ) Redeemable Net Earnings $ (38,028 ) Non-Redeemable $ (5,319,531 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 6,518,595 Loss/Basic and Diluted Non-Redeemable $ (0.82 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |
Summary of fair value measurement of assets and liabilities based on hierarchy | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity Description December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and marketable securities held in Trust Account $ 275,038,028 $ 275,038,028 $ — $ — Liabilities: Warrant Liability – Public Warrants $ 21,343,306 $ — $ — $ 21,343,306 Warrant Liability – Private Placement Warrants $ 13,631,507 $ — $ — $ 13,631,507 |
Summary of assumptions used in estimating the fair value of warrants | The following table provides quantitative information regarding Level 3 fair value measurements: At October 27, 2020 (Initial As of Stock price $ 8.50 $ 9.23 Strike price $ 11.50 $ 11.50 Term (in years) 5.0 5.0 Volatility 40.0 % 40.0 % Risk-free rate 0.5 % 0.6 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 2.33 $ 2.73 |
Summary of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of August 20, 2020 $ — $ — $ — Initial measurement on October 27, 2020 11,651,159 18,303,782 29,954,941 Change in valuation inputs or other assumptions 1,980,348 3,039,524 5,019,872 Fair value as of December 31, 2020 $ 13,631,507 $ 21,343,306 $ 34,974,813 |
Debt Securities, Held-to-maturity | Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 04/29/2021) 1 $ 275,037,291 $ (6,186 ) $ 275,031,105 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Nov. 09, 2020 | Nov. 05, 2020 | Oct. 27, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Assets held in trust | $ 275,000,000 | $ 250,000,000 | ||
Offering costs paid | $ 425,433 | |||
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account | 80.00% | |||
Threshold percentage of public shares subject to redemption without the Company's prior written consent | 50.00% | |||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | |||
Redemption threshold as percent of outstanding | 15.00% | |||
Days for redemption of public shares | 10 days | |||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100.00% | |||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 27,500,000 | |||
Share price | $ 10 | |||
Offering costs paid | $ 15,714,288 | 15,714,288 | ||
Cash underwriting fees | 5,500,000 | |||
Other offering costs | 589,288 | |||
Deferred underwriting fees | $ 9,625,000 | |||
Initial Public Offering | Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 25,000,000 | |||
Share price | $ 10 | |||
Assets held in trust | $ 250,000,000 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 2,500,000 | 2,500,000 | ||
Share price | $ 10 | $ 10 | ||
Exercise price of warrants | $ 11.50 | |||
Deferred underwriting fees | $ 9,625,000 | $ 9,625,000 | ||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | 333,333 | 333,333 | 4,666,667 | 5,000,000 |
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | |
Proceeds from issuance of warrants | $ 25,500,000 | $ 7,000,000 | ||
Assets held in trust | $ 25,000,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of restatements of certain amounts in the financial statements (Detail) - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Oct. 27, 2020 | Aug. 19, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant liability | $ 34,974,813 | $ 29,954,941 | |
Additional Paid-in Capital | 10,280,339 | 5,003,860 | |
Accumulated Deficit | (5,281,503) | ||
Shareholders' Equity | 5,000,008 | $ 0 | |
Change in fair value of warrants | (5,019,872) | ||
Net loss | (5,281,503) | ||
Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Additional Paid-in Capital | 5,260,809 | 5,004,160 | |
Accumulated Deficit | (261,631) | ||
Shareholders' Equity | 5,000,001 | ||
Net loss | (261,631) | ||
Current Period Restatement Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Warrant liability | 34,974,813 | 29,954,941 | |
Additional Paid-in Capital | 5,019,530 | (300) | |
Accumulated Deficit | (5,019,872) | ||
Shareholders' Equity | 7 | ||
Change in fair value of warrants | (5,019,872) | ||
Net loss | (5,019,872) | ||
Common Class A [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Ordinary Shares Subject to Possible Redemption | 226,574,260 | 207,725,769 | |
Class A Ordinary Shares | $ 484 | 423 | |
Basic and diluted net loss per share, Class B | $ 0 | ||
Common Class A [Member] | Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Ordinary Shares Subject to Possible Redemption | $ 261,549,080 | 237,680,710 | |
Class A Ordinary Shares | 135 | 123 | |
Common Class A [Member] | Current Period Restatement Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Ordinary Shares Subject to Possible Redemption | (34,974,813) | (29,954,941) | |
Class A Ordinary Shares | 349 | $ 300 | |
Common Class B [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Class A Ordinary Shares | $ 688 | ||
Basic and diluted net loss per share, Class B | $ (0.82) | ||
Common Class B [Member] | Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Basic and diluted net loss per share, Class B | (0.05) | ||
Common Class B [Member] | Current Period Restatement Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Basic and diluted net loss per share, Class B | $ (0.77) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Oct. 27, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs paid | $ 425,433 | |
Unrecognized Tax Benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |
Warrant | ||
Subsidiary, Sale of Stock [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 14,166,666 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs paid | $ 15,714,288 | $ 15,714,288 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | $ 38,028 |
Net earnings | 38,028 |
Net Loss minus Redeemable Net Earnings | |
Net loss | (5,281,503) |
Redeemable Net Earnings | (38,028) |
Non-Redeemable Net Loss | $ (5,319,531) |
Redeemable Common Class A | |
Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted | shares | 27,000,000 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ / shares | $ 0 |
Weighted Average NonRedeemable ClassB Ordinary Shares Abstract [Abstract] | |
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | shares | 27,000,000 |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ 0 |
Non Redeemable Common Class B | |
Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted | shares | 6,518,595 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ / shares | $ (0.82) |
Weighted Average NonRedeemable ClassB Ordinary Shares Abstract [Abstract] | |
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | shares | 6,518,595 |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ (0.82) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Nov. 09, 2020 | Nov. 05, 2020 | Oct. 27, 2020 |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 27,500,000 | ||
Share price | $ 10 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 33 | ||
Shares issuable per warrant | 1 | ||
Initial Public Offering | Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 25,000,000 | ||
Share price | $ 10 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 2,500,000 | 2,500,000 | |
Share price | $ 10 | $ 10 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Nov. 09, 2020 | Nov. 05, 2020 | Oct. 27, 2020 | Dec. 31, 2020 |
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants issued | 333,333 | 333,333 | 4,666,667 | 5,000,000 |
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | |
Proceeds from issuance of warrants | $ 25,500,000 | $ 7,000,000 | ||
Shares issuable per warrant | 1 | |||
Proceeds from Warrant Exercises | $ 500,000 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issuable per warrant | 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Dec. 31, 2020 | Dec. 07, 2020 | Oct. 21, 2020 | Oct. 19, 2020 | Sep. 01, 2020 | Dec. 31, 2020 | Nov. 05, 2020 |
Related Party Transaction [Line Items] | |||||||
Common stock, shares issued | 6,875,000 | ||||||
Common stock, shares outstanding | 6,875,000 | ||||||
Number of shares no longer subject to forfeiture | 625,000 | ||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | 150 days | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||||
Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | ||||||
Over-allotment | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares were forfeited | 312,500 | ||||||
Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Shares transferred | 25,000 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | ||||||
Class B common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Consideration received | $ 0 | ||||||
Common stock, shares issued | 6,875,000 | 6,875,000 | |||||
Common stock, shares outstanding | 6,875,000 | 8,625,000 | 6,875,000 | ||||
Class B common stock | Over-allotment | |||||||
Related Party Transaction [Line Items] | |||||||
Shares subject to forfeiture | 312,500 | ||||||
Class B common stock | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Consideration received | $ 25,000 | ||||||
Shares issued | 8,625,000 | ||||||
Shares surrendered | 1,437,500 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | Nov. 02, 2020 | Oct. 27, 2020 | Oct. 22, 2020 | Sep. 01, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 5,000 | $ 94,890 | $ 99,890 | ||
Promissory note - related party | $ 99,890 | 57,250 | |||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 300,000 | ||||
Affiliate | |||||
Related Party Transaction [Line Items] | |||||
Administrative expenses - related party | $ 10,000 | ||||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Maximum loans converted into warrants | $ 2,000,000 | ||||
Exercise price of warrants | $ 1.50 | ||||
Administrative Support Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 20,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 23, 2020 | Dec. 31, 2020 | Oct. 27, 2020 |
Commitments And Contingencies [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 45,000,000,000 | ||
Assets Held-in-trust, Noncurrent | 275,000,000 | $ 275,038,028 | |
Proforma Equity | 12,500,000,000 | ||
Proceeds From PIPE Investors | $ 1,500,000,000 | ||
Business Acquisition, Share Price | $ 10 | ||
Over-allotment | |||
Commitments And Contingencies [Line Items] | |||
Deferred fee per unit | $ 0.35 | ||
Deferred underwriting fees | $ 9,625,000 | $ 9,625,000 |
SHAREHOLDERS' EQUITY - Preferre
SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) | Dec. 31, 2020$ / sharesshares |
Stockholders' Equity Note [Abstract] | |
Preferred shares, shares authorized | 5,000,000 |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
SHAREHOLDERS' EQUITY - Common S
SHAREHOLDERS' EQUITY - Common Stock Shares (Details) - $ / shares | Dec. 31, 2020 | Dec. 07, 2020 | Oct. 21, 2020 |
Class of Stock [Line Items] | |||
Common stock, shares issued | 6,875,000 | ||
Common stock, shares outstanding | 6,875,000 | ||
Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common Stock, Voting Rights | one | ||
Common stock, shares issued | 4,842,574 | ||
Common stock, shares outstanding | 4,842,574 | ||
Possible redemption | 22,657,426 | ||
Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common Stock, Voting Rights | one | ||
Common stock, shares issued | 6,875,000 | ||
Common stock, shares outstanding | 6,875,000 | 8,625,000 |
SHAREHOLDERS' EQUITY - Warrants
SHAREHOLDERS' EQUITY - Warrants (Details) | Dec. 31, 2020$ / shares | Dec. 31, 2020d$ / shares |
Class of Warrant or Right [Line Items] | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 1 year | |
Warrant term | 5 years | 5 years |
Threshold period for filling registration statement after business combination | 20 days | |
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination | 60 days | |
Threshold trading days for redemption of public warrants | d | 20 | |
Threshold consecutive trading days for redemption of public warrants | d | 30 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent) | 18,000 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | 150 days |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | 0.01 | |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | 10 | |
Share price | 0.10 | $ 0.10 |
Class A common stock | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 9.20 | $ 9.20 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) | Dec. 31, 2020USD ($)shares |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Cash | $ 928,766 |
Interest Income From Trust Preferred Securities | $ 0 |
Public Warrants [Member] | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Class of warrants or rights outstanding | shares | 9,166,666 |
Private Placement Warrants [Member] | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Class of warrants or rights outstanding | shares | 5,000,000 |
Asset Held In Trust | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Cash | $ 737 |
Asset Held In Trust | US Treasury Securities [Member] | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Debt Securities, Held-to-maturity | $ 275,037,291 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of fair value measurement of assets and liabilities based on hierarchy (Detail) | Dec. 31, 2020USD ($) |
Cash And Marketable Securities Held In Trust Account [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Cash and marketable securities held in Trust Account | $ 275,038,028 |
Warrant Liabilities Public Warrants [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Warrant Liability | 21,343,306 |
Warrant Liabilities Private Warrants [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Warrant Liability | 13,631,507 |
Fair Value, Inputs, Level 1 [Member] | Cash And Marketable Securities Held In Trust Account [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Cash and marketable securities held in Trust Account | 275,038,028 |
Fair Value, Inputs, Level 1 [Member] | Warrant Liabilities Public Warrants [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Warrant Liability | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrant Liabilities Private Warrants [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Warrant Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Cash And Marketable Securities Held In Trust Account [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Cash and marketable securities held in Trust Account | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant Liabilities Public Warrants [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Warrant Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant Liabilities Private Warrants [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Warrant Liability | 0 |
Fair Value, Inputs, Level 3 [Member] | Cash And Marketable Securities Held In Trust Account [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Cash and marketable securities held in Trust Account | 0 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities Public Warrants [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Warrant Liability | 21,343,306 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities Private Warrants [Member] | |
Disclosure Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy [Line Items] | |
Warrant Liability | $ 13,631,507 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of assumptions used in estimating the fair value of warrants (Detail) - Valuation Technique, Option Pricing Model [Member] | Oct. 27, 2020 | Dec. 31, 2020 |
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items] | ||
Estimated dividend yield | 0.00% | 0.00% |
Expected volatility | 40.00% | 40.00% |
Risk-free interest rate | 0.50% | 0.60% |
Expected term (years) | 5 years | 5 years |
Stock price | ||
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items] | ||
Warrants and rights outstanding, measurement input | 8.50 | 9.23 |
Strike price | ||
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.50 | 11.50 |
Fair value of warrants | ||
Disclosure Of Assumptions Used In Estimating The Fair Value Of Warrants [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.33 | 2.73 |
FAIR VALUE MEASUREMENTS - Sum_3
FAIR VALUE MEASUREMENTS - Summary of changes in the fair value of warrant liabilities (Detail) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule Of Changes in Fair Value Of Warrant Liabilities [Line Items] | |
Initial measurement on October 27, 2020 | $ 29,954,941 |
Change in valuation inputs or other assumptions | 5,019,872 |
Fair Value, Ending Balance | 34,974,813 |
Private Placement | |
Schedule Of Changes in Fair Value Of Warrant Liabilities [Line Items] | |
Fair Value, Beginning Balance | 0 |
Initial measurement on October 27, 2020 | 11,651,159 |
Change in valuation inputs or other assumptions | 1,980,348 |
Fair Value, Ending Balance | 13,631,507 |
Public | |
Schedule Of Changes in Fair Value Of Warrant Liabilities [Line Items] | |
Fair Value, Beginning Balance | 0 |
Initial measurement on October 27, 2020 | 18,303,782 |
Change in valuation inputs or other assumptions | 3,039,524 |
Fair Value, Ending Balance | 21,343,306 |
Warrant Liabilities | |
Schedule Of Changes in Fair Value Of Warrant Liabilities [Line Items] | |
Fair Value, Beginning Balance | 0 |
Initial measurement on October 27, 2020 | 29,954,941 |
Change in valuation inputs or other assumptions | 5,019,872 |
Fair Value, Ending Balance | $ 34,974,813 |
FAIR VALUE MEASUREMENTS - Sum_4
FAIR VALUE MEASUREMENTS - Summary Of Fair Value Of Held-to-Maturity Securities (Detail) - Fair Value, Inputs, Level 1 [Member] - US Treasury Securities [Member] | Dec. 31, 2020USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost | $ 275,037,291 |
Gross Holding Loss | (6,186) |
Fair Value | $ 275,031,105 |