Cover Page
Cover Page - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | May 27, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K/A | |
Document Annual Report | true | |
Document Transition Report | false | |
Amendment Flag | true | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | Investindustrial Acquisition Corp. | |
Entity Central Index Key | 0001825042 | |
Entity File Number | 001-39720 | |
Entity Tax Identification Number | 98-1556465 | |
Entity Incorporation, State or Country Code | E9 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | Suite 1 | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, Address Line Three | 11-12 St James’s Square | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | SW1Y 4LB | |
Local Phone Number | +44 20 7400 3333 | |
Title of 12(b) Security | Shares of Class A Ordinary Shares included as part of the units | |
Trading Symbol | IIAC | |
Security Exchange Name | NYSE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 414,977,500 | |
ICFR Auditor Attestation Flag | false | |
Amendment Description | EXPLANATORY NOTE References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Investindustrial Acquisition Corp., unless the context otherwise indicates. This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Investindustrial Acquisition Corp. as of December 31, 2020, and for the period from September 7, 2020 (inception) to December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (the “Original Filing”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff concluded that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the balance sheet as opposed to equity. Since issuance in November 2020, in connection with our Initial Public Offering (our “IPO”) and Private Placement, our warrants (the “Warrants”) were accounted for as equity within our balance sheet. After discussion and evaluation, including with our registered public accounting firm and our audit committee, and taking into consideration the SEC Staff Statement, we have concluded that our Warrants should be presented as liabilities with subsequent fair value remeasurement through earnings. In further consideration of the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. As a result of the factors described above, the Audit Committee of the Company, in consultation with its management, concluded that the Company’s previous audited balance sheet related to its IPO dated November 23, 2020, its unaudited pro forma balance sheet dated November 27, 2020, its quarterly unaudited financial statements as of September 30, 2020 and for the period from September 7, 2020 (inception) through September 30, 2020 and its audited financial statements as of December 31, 2020 and for the period from September 7, 2020 (inception) through December 31, 2020 (the “Affected Periods”) should no longer be relied upon. The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business, in the Affected Periods. The Company has not amended its previously filed Current Report on Form 8-K or Quarterly Report on Form 10-Q for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: 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 8. Financial Statements and Supplementary Data Part II, Item 9A. Controls and Procedures In connection with the restatement, management reassessed the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2020. For a discussion of management’s consideration of our disclosure controls and procedures see Part II, Item 9A, “Controls and Procedures” of this Form 10-K/A. Except as described above, no other information included in the Original Filing is being amended or updated by this Amendment No. 1 and this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,250,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,062,500 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one warrant | |
Trading Symbol | IIAC.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A Ordinary Share at an exercise price of 11.5 | |
Trading Symbol | IIAC WS | |
Security Exchange Name | NYSE |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 1,044,177 |
Prepaid expenses | 751,781 |
Total Current Assets | 1,795,958 |
Investments held in Trust Account | 402,500,000 |
Total Assets | 404,295,958 |
Current Liabilities: | |
Accounts payable | 767,969 |
Accrued expenses | 428,433 |
Due to related party | 14,000 |
Total current liabilities | 1,210,402 |
Deferred underwriting commissions | 14,087,500 |
Warrant Liability | 29,370,333 |
Total Liabilities | 44,668,235 |
Commitments and Contingencies | |
Class A ordinary shares, $0.0001 par value; 500,000,000 at $10.00 per share authorized, 35,462,772 shares subject to possible redemption | 354,627,720 |
Shareholders' Equity: | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 9,867,922 |
Accumulated deficit | (4,869,404) |
Total shareholders' equity | 5,000,003 |
Total Liabilities and Shareholders' Equity | 404,295,958 |
Common Class A [Member] | |
Shareholders' Equity: | |
Common Stock | 479 |
Total shareholders' equity | 479 |
Common Class B [Member] | |
Shareholders' Equity: | |
Common Stock | 1,006 |
Total shareholders' equity | $ 1,006 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Preference stock, Shares par value | $ / shares | $ 0.0001 |
Preference stock, Shares authorized | 5,000,000 |
Preference stock, Shares issued | 0 |
Preference stock, Shares outstanding | 0 |
Common Class A [Member] | |
Common stock, Shares par value | $ / shares | $ 0.0001 |
Common stock, Shares authorized | 500,000,000 |
Common stock, Shares issued | 4,787,228 |
Common stock, Shares outstanding | 4,787,228 |
Ordinary shares subject to possible redemption | 35,462,772 |
Redemption of shares, par value | $ / shares | $ 10 |
Common Class B [Member] | |
Common stock, Shares par value | $ / shares | $ 0.0001 |
Common stock, Shares authorized | 50,000,000 |
Common stock, Shares issued | 10,062,500 |
Common stock, Shares outstanding | 10,062,500 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
General and administrative expenses | $ 374,171 |
Loss from operations | (374,171) |
Other income: | |
Offering costs associated with warrant liabilities | 972,230 |
Change in fair value of warrant liabilities | 3,523,003 |
Net loss | $ (4,869,404) |
Basic and diluted net income (loss) per ordinary share | $ / shares | $ (0.53) |
Common Class A [Member] | |
Other income: | |
Weighted average shares outstanding, basic and diluted | shares | 39,697,368 |
Basic and diluted net income (loss) per ordinary share | $ / shares | $ 0 |
Common Class B [Member] | |
Other income: | |
Weighted average shares outstanding, basic and diluted | shares | 9,148,438 |
Basic and diluted net income (loss) per ordinary share | $ / shares | $ (0.53) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 4 months ended Dec. 31, 2020 - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class B [Member] |
Beginning Balance at Sep. 06, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (in shares) at Sep. 06, 2020 | 0 | 0 | |||
Issuance of Class B to Sponsor | 25,000 | 23,994 | $ 1,006 | ||
Issuance of Class B to Sponsor (in shares) | 10,062,500 | ||||
Sale of units in IPO, less fair value of public warrants | 385,256,670 | 385,252,645 | $ 4,025 | ||
Sale of units in IPO, less fair value of public warrants (in shares) | 40,250,000 | ||||
Offering costs | (22,230,543) | (22,230,543) | |||
Excess of cash received over fair value of private placement warrants | 1,446,000 | 1,446,000 | |||
Shares subject to possible redemption | (354,627,720) | (354,624,174) | $ (3,546) | ||
Shares subject to possible redemption (in shares) | (35,462,772) | ||||
Net loss | (4,869,404) | (4,869,404) | |||
Ending Balance at Dec. 31, 2020 | $ 5,000,003 | $ 9,867,922 | $ (4,869,404) | $ 479 | $ 1,006 |
Ending Balance (in shares) at Dec. 31, 2020 | 4,787,228 | 10,062,500 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (4,869,404) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrants | 3,523,003 |
Offering costs allocated to warrant liabilities | 972,230 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (726,781) |
Accrued expenses | 428,433 |
Accounts payable | 767,969 |
Due to related party | 14,000 |
Net cash used in operating activities | 109,450 |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (402,500,000) |
Net cash used in investing activities | (402,500,000) |
Cash Flows from Financing Activities: | |
Proceeds received from initial public offering, gross | 385,256,670 |
Proceeds received from private placement | 10,050,000 |
Payment of offering costs | (1,065,273) |
Underwriting discount | (8,050,000) |
Proceeds of note payable from related parties | 127,448 |
Repayment of note payable from related parties | (127,448) |
Net cash provided by financing activities | 403,434,727 |
Net increase in cash | 1,044,177 |
Cash - beginning of the period | 0 |
Cash - end of the period | 1,044,177 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accrued expenses | 168,100 |
Deferred underwriting commissions in connection with the initial public offering | 14,087,500 |
Formation and G&A costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Value of Class A ordinary shares subject to possible redemption | $ 354,627,720 |
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 Investindustrial Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 7, 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 (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating its Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and manage a business in the industrial and consumer sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 7, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the preparation of its initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Investindustrial Acquisition Corp. L.P, a limited partnership incorporated in England and Wales (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2020. On November 23, 2020, the Company consummated its Initial Public Offering of 35,000,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”) at an offering price of $10.00 per Unit, generating gross proceeds of $350.0 million, and incurring offering costs of approximately $20.2 million, inclusive of approximately $12.3 million in deferred underwriting commissions (Note 5). The Company granted the underwriters of the Initial Public Offering (the “Underwriters”) a 45-day prospectus Simultaneously with the closing of the Initial Public Offering, the Company completed a private placement (the “Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $9.0 million. Simultaneously with the closing of the Over-Allotment Units, on November 27, 2020, the Company consummated a second private placement (the “Second Private Placement”), resulting in the purchase of an aggregate of an additional 700,000 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $1.1 million. Upon the closing of the Initial Public Offering and the Private Placement, an aggregate of $350.0 million ($10.00 per Unit), consisting of $343.0 million of net proceeds of the Initial Public Offering and $7.0 million of the gross proceeds of the Private Placement, was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in 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 in money market fund meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of 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, 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% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or 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 of 1940, as amended (the “Investment Company Act”). per-share These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering 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 $5,000,001 upon such consummation of a Business Combination and, 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 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 which the Company adopted upon the consummation of the Initial Public Offering (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 the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Warrants and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its 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 Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed 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 provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or November 23, 2022 (the “Combination Period”) or with respect to any other provision relating to the rights of Public Shareholders, 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 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 the Public Shares, at a per-share The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Warrants held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders 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 5) 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 (including Trust Account assets) will be only $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 to 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 discussed entering into a transaction 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 Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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 (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1,044,000 in its operating bank account, working capital of approximately $586,000, and cash and marketable securities held in the Trust Account of $402,500,000. The Company’s liquidity needs up to December 31, 2020 had been satisfied through $25,000 paid by the Sponsor to cover certain expenses on the Company’s behalf in exchange for the issuance of the Founder Shares (as defined below), a loan of approximately $61,000 pursuant to the Note issued to the Sponsor, and an additional loan of approximately $66,000 from the Sponsor, for a total amount of approximately $127,000 under the Note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on December 11, 2020 (Note 4). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). The Company has no borrowings outstanding under Working Capital Loans to date. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds held outside the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable) to complete our initial business combination. We may withdraw interest from the trust account to pay franchise and income taxes. To the extent that the Company’s equity or debt is used, in whole or in part, as consideration to complete the initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions, and pursue growth strategies. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 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 (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the audited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020 and for the period from September 7, 2020 (inception) through December 31, 2020, are restated in this Annual Report on Form 10-K/A |
Restatements of Previously Issu
Restatements of Previously Issued Financial Statements | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatements of Previously Issued Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Historically, our warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash 815-40, 815-40”). 815-40 Based on this reassessment, management determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase ordinary shares and should no longer be relied upon. Additionally, offering costs attributable to the issuance of warrant liabilities, which were charged to stockholder’s equity within the Company’s previously issued financial statements, are recognized in the statement of operations as incurred in accordance with FASB ASC 825-10, 825-10”). Impact of the Restatement The impact of the restatement on the audited consolidated balance sheet, statement of operations and statement of cash flows for the Affected Periods is presented below. As Previously Adjustments As Restated Balance Sheet as of December 31, 2020 Warrant liabilities $ — $ 29,370,333 $ 29,370,333 Total Liabilities 15,297,902 29,370,333 44,668,235 Class A ordinary shares subject to possible redemption 383,998,050 (29,370,330 ) 354,627,720 Class A ordinary shares 185 294 479 Additional Paid in Capital 5,372,985 4,494,937 9,867,922 Accumulated Deficit (374,171 ) (4,495,233 ) (4,869,404 ) Total Shareholders’ Equity 5,000,006 (3 ) 5,000,003 Statement of Operations for the period from September 7, 2020 (inception) through December 31, 2020 Change in fair value of warrant liabilities $ — $ (3,523,003 ) $ (3,523,003 ) Offering costs associated with warrant liabilities — (972,230 ) (972,230 ) Other expense, net — (4,495,233 ) (4,495,233 ) Net loss (374,171 ) (4,495,233 ) (4,869,404 ) Basic and diluted net loss per ordinary share (0.04 ) (0.49 ) (0.53 ) Statement of Cash Flows for the period from September 7, 2020 (inception) through December 31, 2020 Net loss $ (374,171 ) $ (4,495,233 ) $ (4,869,404 ) Change in fair value of warrant liabilities — 3,523,003 3,523,003 Offering costs associated with warrant liabilities — 972,230 972,230 Net cash used in operating activities 109,450 — 109,450 Initial fair value of warrant liabilities — 25,847,330 25,847,330 November 23, 2020, filed on Form 8-K ordinary shares 8-K ordinary shares |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summry of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the audited financial statements in conformity with U.S. 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 audited financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Actual results could differ 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 had approximately $1,044,000 in cash and no cash equivalents as of December 31, 2020. 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 Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 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. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised mainly of investments in U.S. government securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of warrants issued in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model. Financial Instruments The fair values of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the audited balance sheet. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statement of operations include a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class over- allotment Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are 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 warrant liabilities are expense d non-operating Warrant Liabilities 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 FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash The Company issued an aggregate of 13,416,667 warrants on Class A ordinary shares in the Initial Public Offering and upon the underwriters’ exercise of their over-allotment option, and issued 6,700,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as liabilities in accordance with ASC 815-40. Income Taxes FASB ASC 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. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands and the United Kingdom are the Company’s only major tax jurisdictions. 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 for the period from September 7, 2020 (inception) through 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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. Central management and control of the Company has been exercised in the United Kingdom since incorporation and accordingly the Company should be treated as tax resident in the United Kingdom from its inception. In accordance with United Kingdom taxation law, income taxes are levied on the Company’s taxable profits at the rate of Management has determined that certain expenses incurred through December 31, 2020 may be deductible in the United Kingdom, however given the quantum of these expenses, noting the Company’s first tax accounting period will be the period from September 7, 2020 (inception) to September 6, 2021, and given the uncertainty whether future taxable income will arise to the Company which could be offset against such expenses, no provision for income taxes has been made in the period from September 7, 2020 (inception) through December 31, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying audited financial statements. Investments Held in Trust Account The Company’s portfolio of marketable securities is comprised solely 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, 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 gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. 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 the occurrence of uncertain future events. Accordingly, at December 31, 2020, 35,462,772 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. |
Initial Public Offering
Initial Public Offering | 4 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering On November 23, 2020, the Company consummated its Initial Public Offering of 35,000,000 Units, at an offering price of $10.00 per Unit, generating gross proceeds of $350.0 million, and incurring offering costs of approximately $20.2 million, inclusive of approximately $12.3 million in deferred underwriting commissions. On November 24, 2020, the Underwriters fully exercised the Over-Allotment Option to purchase an additional 5,250,000 Units. On November 27, 2020, the Company completed the sale of the Over-Allotment Units to the Underwriters, generating gross proceeds of approximately $52.5 million, and incurring additional offering costs of approximately $2.9 million in underwriting fees (inclusive of approximately $1.8 million in deferred underwriting commissions). Each Unit consists of one Class A ordinary share and one-third Class A ordinary share at a price of $ per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On September 10, 2020, the Sponsor paid $25,000 to cover certain costs of the Company in consideration of 10,062,500 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On November 18, 2020, the Sponsor transferred an aggregate of 125,000 Founder Shares to the Company’s independent directors. The Sponsor has agreed to forfeit up to 1,312,500 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% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Warrants) after the Initial Public Offering. On November 24, 2020, the Underwriters fully exercised the Over-Allotment Option to purchase the Over-Allotment Units and on November 27, 2020, the Company completed the sale of the Over-Allotment Units to Underwriters in full; thus, these 1,312,500 Class B ordinary shares are no longer subject to forfeiture. The initial shareholders 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 the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of approximately $9.0 million. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. In connection with the underwriters’ full exercise of its Over-Allotment Option, the Company also consummated the sale of an additional 700,000 Private Placement Warrants at $1.50 per warrant, generating total proceeds of approximately $1.1 million (see Note 6). 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 Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On September 10, 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 was non-interest December 11, 2020. Furthermore, on January 15, 2021, the Company entered into a convertible promissory note with Sponsor pursuant to which Sponsor agreed to loan the Company up to an aggregate principal amount of $750,000 (the “Promissory Note”). The Promissory Note 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 $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. The Company has no borrowings outstanding under this agreement to date. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company began to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $14,000 in expenses in connection with such services during the period from September 7, 2020 (inception) through December 31, 2020 as reflected in the accompanying statement of operations. As of December 31, 2020, $14,000 was due to Sponsor under this agreement. Forward Purchase Arrangement On November 18, 2020, the Company entered into a forward purchase agreement with an affiliate of the Sponsor, pursuant to which such affiliate has committed to purchase up to 25,000,000 of the Company’s Class A ordinary shares for $10 per share, or an aggregate amount of up to $250 million, in a private placement that would occur concurrently with the consummation of the initial Business Combination. To the extent that the amounts available from the Trust Account and other financings are sufficient to satisfy the cash requirements related to consummation of the initial Business Combination, the Sponsor’s affiliate may, in its discretion, purchase less than 25,000,000 of the Company’s Class A ordinary shares. Furthermore, the Company is not under any obligation to sell any such shares. |
Commitments & Contingencies
Commitments & Contingencies | 4 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its 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 lock-up Underwriting Agreement The Company granted the Underwriters a 45-day The Underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $8.3 million in the aggregate, paid upon the closing of the Initial Public Offering and consummation of the over-allotment option. In addition, $0.35 per Unit, or approximately $14.1 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. |
Shareholders' Equity
Shareholders' Equity | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7—Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination 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. |
Warrant Liabilities
Warrant Liabilities | 4 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Note 8—Warrant Liabilities As of December 31, 2020, the Company had 13,416,667 and 6,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of (a) The warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. 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 “30-day • if, and only if, the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 30 The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00. • in whole and not in part; and • 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 Class A ordinary shares on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The “fair market value” of the Company’s Class A ordinary shares for the above purpose shall mean the volume weighted average price of 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. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. The Private Placement Warrants are identical to the warrants sold in the Initial Public Offering except that, so long as they are held by its sponsor or its permitted transferees, the Private Placement Warrants are subject to the transfer restrictions, may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of an initial business combination, may be exercised by the holders on a cashless basis and will be entitled to registration rights. If the Private Placement Warrants are held by holders other than its sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Initial Public Offering. If the Company does not complete its initial business combination within the required time period, the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) are not be transferable, assignable or salable until 30 days after the completion of an initial business combination. |
Fair Value Measurements
Fair Value Measurements | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 —Fair Value Measurements 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 table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 402,500,000 $ — $ — Liabilities: Derivative warrant liabilities - Public $ — $ — $ 19,588,333 Derivative warrant liabilities - Private $ — $ — $ 9,782,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from September 7, 2020 (inception) through December 31, 2020. Level 1 instruments include investments in money market funds and U.S. government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were measured at fair value using a Monte Carlo simulation model both at issuance and as of December 31, 2020. For the period from September 7, 2020 (inception) through December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of approximately $3.5 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Public Warrants, prior to being separately listed and traded, and the Private Placement Warrants were determined using Level 3 inputs. Inherent in a Monte Carlo simulation 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 warrants based on implied volatility from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk- free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at the initial measurement date: As of As of As of Share price $ 9.57 $ 9.63 $ 9.79 Exercise price $ 11.50 $ 11.50 $ 11.50 Risk-free interest rate 0.71 % 0.67 % 0.69 % Volatility 22.0 % 22.0 % 23.0 % Expected term (years) 5.0 5.0 5.0 Dividend yield 0.0 % 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the period from September 7, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant liabilities at September 7, 2020 (inception) $ — Issuance of Public and Private Warrants at November 23, 2020 22,613,330 Issuance of Public and Private Warrants at November 27, 2020 3,234,000 Change in fair value of warrant liabilities 3,523,003 Warrant liabilities at December 31, 2020 $ 29,370,333 The Warrants were accounted for as liabilities in accordance with ASC 815-40 |
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 up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the restatement described in Note 2 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the audited financial statements in conformity with U.S. 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 audited financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Actual results could differ 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 had approximately $1,044,000 in cash and no cash equivalents as of December 31, 2020. |
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 Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 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. As of December 31, 2020, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised mainly of investments in U.S. government securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. The fair value of warrants issued in connection with the Initial Public Offering, exercise of the over-allotment option and Private Placement were initially and subsequently measured at fair value using a Monte Carlo simulation model. |
Financial Instruments | Financial Instruments The fair values of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximate the carrying amounts represented in the audited balance sheet. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company’s statement of operations include a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class over- allotment |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are 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 warrant liabilities are expense d non-operating |
Warrant Liabilities | Warrant Liabilities 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 FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash The Company issued an aggregate of 13,416,667 warrants on Class A ordinary shares in the Initial Public Offering and upon the underwriters’ exercise of their over-allotment option, and issued 6,700,000 Private Placement Warrants. All of the Company’s outstanding warrants are recognized as liabilities in accordance with ASC 815-40. |
Income Taxes | Income Taxes FASB ASC 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. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands and the United Kingdom are the Company’s only major tax jurisdictions. 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 for the period from September 7, 2020 (inception) through 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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. Central management and control of the Company has been exercised in the United Kingdom since incorporation and accordingly the Company should be treated as tax resident in the United Kingdom from its inception. In accordance with United Kingdom taxation law, income taxes are levied on the Company’s taxable profits at the rate of Management has determined that certain expenses incurred through December 31, 2020 may be deductible in the United Kingdom, however given the quantum of these expenses, noting the Company’s first tax accounting period will be the period from September 7, 2020 (inception) to September 6, 2021, and given the uncertainty whether future taxable income will arise to the Company which could be offset against such expenses, no provision for income taxes has been made in the period from September 7, 2020 (inception) through December 31, 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying audited financial statements. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of marketable securities is comprised solely 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, 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 gain on marketable securities (net), dividends and interest, held in the Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in the Trust Account are determined using available market information. |
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 the occurrence of uncertain future events. Accordingly, at December 31, 2020, 35,462,772 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. |
Restatements of Previously Is_2
Restatements of Previously Issued Financial Statements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Restatement of Financial Statements | The impact of the restatement on the audited consolidated balance sheet, statement of operations and statement of cash flows for the Affected Periods is presented below. As Previously Adjustments As Restated Balance Sheet as of December 31, 2020 Warrant liabilities $ — $ 29,370,333 $ 29,370,333 Total Liabilities 15,297,902 29,370,333 44,668,235 Class A ordinary shares subject to possible redemption 383,998,050 (29,370,330 ) 354,627,720 Class A ordinary shares 185 294 479 Additional Paid in Capital 5,372,985 4,494,937 9,867,922 Accumulated Deficit (374,171 ) (4,495,233 ) (4,869,404 ) Total Shareholders’ Equity 5,000,006 (3 ) 5,000,003 Statement of Operations for the period from September 7, 2020 (inception) through December 31, 2020 Change in fair value of warrant liabilities $ — $ (3,523,003 ) $ (3,523,003 ) Offering costs associated with warrant liabilities — (972,230 ) (972,230 ) Other expense, net — (4,495,233 ) (4,495,233 ) Net loss (374,171 ) (4,495,233 ) (4,869,404 ) Basic and diluted net loss per ordinary share (0.04 ) (0.49 ) (0.53 ) Statement of Cash Flows for the period from September 7, 2020 (inception) through December 31, 2020 Net loss $ (374,171 ) $ (4,495,233 ) $ (4,869,404 ) Change in fair value of warrant liabilities — 3,523,003 3,523,003 Offering costs associated with warrant liabilities — 972,230 972,230 Net cash used in operating activities 109,450 — 109,450 Initial fair value of warrant liabilities — 25,847,330 25,847,330 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Significant Assets: Investments held in Trust Account $ 402,500,000 $ — $ — Liabilities: Derivative warrant liabilities - Public $ — $ — $ 19,588,333 Derivative warrant liabilities - Private $ — $ — $ 9,782,000 |
Summary of quantitative information regarding Level 3 initial fair value measurements of warrants | The following table provides quantitative information regarding Level 3 fair value measurements inputs at the initial measurement date: As of As of As of Share price $ 9.57 $ 9.63 $ 9.79 Exercise price $ 11.50 $ 11.50 $ 11.50 Risk-free interest rate 0.71 % 0.67 % 0.69 % Volatility 22.0 % 22.0 % 23.0 % Expected term (years) 5.0 5.0 5.0 Dividend yield 0.0 % 0.0 % 0.0 % |
Summary of fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities for the period from September 7, 2020 (inception) through December 31, 2020 is summarized as follows: Warrant liabilities at September 7, 2020 (inception) $ — Issuance of Public and Private Warrants at November 23, 2020 22,613,330 Issuance of Public and Private Warrants at November 27, 2020 3,234,000 Change in fair value of warrant liabilities 3,523,003 Warrant liabilities at December 31, 2020 $ 29,370,333 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($) | Nov. 27, 2020 | Nov. 24, 2020 | Nov. 23, 2020 | Dec. 31, 2020 | Dec. 11, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from initial public offer | $ 385,256,670 | ||||
Payment towards restricted investments | $ 402,500,000 | ||||
Temporary equity redemption price per share | $ 10 | ||||
Minimum networth to effect business combination | $ 5,000,001 | ||||
Percentage of public shareholding redeemable in case the business combination does not occur | 100.00% | ||||
Expenses payable on dissolution | $ 100,000 | ||||
Per share amount in the trust account for distribution to the public shareholders | $ 10 | ||||
Per share value of assets available for distribution on liquidation | $ 10 | ||||
Cash | $ 1,044,177 | ||||
Net working capital | 586,000 | ||||
Reimbursement for expenses | 25,000 | ||||
Working capital loans outstanding | $ 0 | ||||
Asset Held In Trust [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Net proceeds from issuance initial public offering | $ 343,000,000 | ||||
Proceeds from warrants issued | 7,000,000 | ||||
Payment towards restricted investments | $ 350,000,000 | ||||
Term of restricted investments | 185 days or less | ||||
Sponsor [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Related party note payable, short term | $ 61,000 | ||||
Sponsor [Member] | Working Capital Loans [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Related party note payable, short term | 127,000 | ||||
Sponsor [Member] | Additional Loan [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Related party note payable, short term | $ 66,000 | ||||
Minimum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Fair value of assets in trust to be used for business combinations percentage | 80.00% | ||||
Business combination ownership target percentage | 50.00% | ||||
Over-Allotment Option [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Stock shares issued during the period | 5,250,000 | ||||
Private placement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrants issued during the period | 6,000,000 | ||||
Warrants issued price per warrant | $ 1.50 | ||||
Proceeds from warrants issued | $ 9,000,000 | ||||
Second private placement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrants issued during the period | 700,000 | ||||
Proceeds from warrants issued | $ 1,100,000 | ||||
Over allotment option and second private placement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from initial public offer | $ 52,500,000 | ||||
Payment towards restricted investments | $ 402,500,000 | ||||
Class A common stock and public warrants [Member] | IPO [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from initial public offer | $ 350,000,000 | ||||
Deferred offering costs | 20,200,000 | ||||
Deferred underwriting commissions non current | $ 12,300,000 | ||||
Option period for the underwriter's over-allotment option | 45 days | ||||
Stock shares issued during the period | 35,000,000 | ||||
Class A common stock and public warrants [Member] | Over-Allotment Option [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from the underwriters over-allotment option | $ 52,500,000 | ||||
Deferred offering costs | 2,900,000 | ||||
Deferred underwriting commissions non current | $ 1,800,000 | ||||
Stock shares issued during the period | 5,250,000 | ||||
Common Class A [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from initial public offer | $ 4,025 | ||||
Percentage of public shareholding that can be transferred without any restriction | 15.00% |
Restatements of Previously Is_3
Restatements of Previously Issued Financial Statements - Summary of Restatement of Financial Statements (Detail) - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Sep. 06, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liabilities | $ 29,370,333 | |
Total Liabilities | 44,668,235 | |
Class A ordinary shares subject to possible redemption | 354,627,720 | |
Additional Paid in Capital | 9,867,922 | |
Accumulated Deficit | (4,869,404) | |
Total shareholders' equity | 5,000,003 | $ 0 |
Statement of Operations for the period from September 7, 2020 (inception) through December 31, 2020 | ||
Change in fair value of warrant liabilities | (3,523,003) | |
Offering costs associated with warrant liabilities | (972,230) | |
Other expense, net | (4,495,233) | |
Net loss | $ (4,869,404) | |
Basic and diluted net loss per ordinary share | $ (0.53) | |
Statement of Cash Flows for the period from September 7, 2020 (inception) through December 31, 2020 | ||
Net loss | $ (4,869,404) | |
Change in fair value of warrant liabilities | 3,523,003 | |
Offering costs associated with warrant liabilities | 972,230 | |
Net cash used in operating activities | 109,450 | |
Initial fair value of warrant liabilities | 25,847,330 | |
Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liabilities | 0 | |
Total Liabilities | 15,297,902 | |
Class A ordinary shares subject to possible redemption | 383,998,050 | |
Additional Paid in Capital | 5,372,985 | |
Accumulated Deficit | (374,171) | |
Total shareholders' equity | 5,000,006 | |
Statement of Operations for the period from September 7, 2020 (inception) through December 31, 2020 | ||
Change in fair value of warrant liabilities | 0 | |
Offering costs associated with warrant liabilities | 0 | |
Other expense, net | 0 | |
Net loss | $ (374,171) | |
Basic and diluted net loss per ordinary share | $ (0.04) | |
Statement of Cash Flows for the period from September 7, 2020 (inception) through December 31, 2020 | ||
Net loss | $ (374,171) | |
Change in fair value of warrant liabilities | 0 | |
Offering costs associated with warrant liabilities | 0 | |
Net cash used in operating activities | 109,450 | |
Initial fair value of warrant liabilities | 0 | |
Adjustments [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liabilities | 29,370,333 | |
Total Liabilities | 29,370,333 | |
Class A ordinary shares subject to possible redemption | (29,370,330) | |
Additional Paid in Capital | 4,494,937 | |
Accumulated Deficit | (4,495,233) | |
Total shareholders' equity | (3) | |
Statement of Operations for the period from September 7, 2020 (inception) through December 31, 2020 | ||
Change in fair value of warrant liabilities | (3,523,003) | |
Offering costs associated with warrant liabilities | (972,230) | |
Other expense, net | (4,495,233) | |
Net loss | $ (4,495,233) | |
Basic and diluted net loss per ordinary share | $ (0.49) | |
Statement of Cash Flows for the period from September 7, 2020 (inception) through December 31, 2020 | ||
Net loss | $ (4,495,233) | |
Change in fair value of warrant liabilities | 3,523,003 | |
Offering costs associated with warrant liabilities | 972,230 | |
Net cash used in operating activities | 0 | |
Initial fair value of warrant liabilities | 25,847,330 | |
Common Class A [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common Stock | 479 | |
Total shareholders' equity | $ 479 | $ 0 |
Statement of Operations for the period from September 7, 2020 (inception) through December 31, 2020 | ||
Basic and diluted net loss per ordinary share | $ 0 | |
Common Class A [Member] | Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common Stock | $ 185 | |
Common Class A [Member] | Adjustments [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common Stock | $ 294 |
Restatements of Previously Is_4
Restatements of Previously Issued Financial Statements - Additional Information (Detail) - USD ($) $ in Millions | Nov. 27, 2020 | Nov. 23, 2020 |
Public And Private Placement Warrants [Member] | ||
Change in Accounting Estimate [Line Items] | ||
Increase Decrease in warrant liability | $ 3.2 | $ 22.6 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 4 Months Ended |
Dec. 31, 2020USD ($)shares | |
Business Acquisition [Line Items] | |
Cash federal depository insurance coverage | $ 250,000 |
Income tax rate | 19.00% |
Unrecognized tax benefits | $ 0 |
Cash equivalents | 0 |
Cash | $ 1,044,177 |
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | shares | 20,116,667 |
Offering costs associated with warrant liabilities | $ 972,230 |
Offering cost | $ 22,230,543 |
Public warrants [Member] | IPO [Member] | |
Business Acquisition [Line Items] | |
Class of warrant or right issued during the period shares | shares | 13,416,667 |
Private Placement Warrants [Member] | IPO [Member] | |
Business Acquisition [Line Items] | |
Class of warrant or right issued during the period shares | shares | 6,700,000 |
Common Class A [Member] | |
Business Acquisition [Line Items] | |
Ordinary shares subject to possible redemption | shares | 35,462,772 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Nov. 27, 2020 | Nov. 24, 2020 | Nov. 23, 2020 | Dec. 31, 2020 |
Initial Public Offering [Line Items] | ||||
Proceeds from initial public offer | $ 385,256,670 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period shares new issues | 5,250,000 | |||
Stock shares issued during the period | 5,250,000 | |||
Sale of stock issue price per share | $ 10 | |||
Class A common stock and public warrants [Member] | IPO [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period shares new issues | 35,000,000 | |||
Stock shares issued during the period | 35,000,000 | |||
Sale of stock issue price per share | $ 10 | |||
Proceeds from initial public offer | $ 350,000,000 | |||
Deferred offering costs | 20,200,000 | |||
Deferred underwriting commissions non current | $ 12,300,000 | |||
Class A common stock and public warrants [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Stock issued during period shares new issues | 5,250,000 | |||
Stock shares issued during the period | 5,250,000 | |||
Proceeds from exercise of over-allotment option | $ 52,500,000 | |||
Deferred offering costs | 2,900,000 | |||
Deferred underwriting commissions non current | $ 1,800,000 | |||
Public warrants [Member] | ||||
Initial Public Offering [Line Items] | ||||
Exercise price of warrants | $ 11.50 | |||
Number of shares entitlement per warrant | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 15, 2021 | Nov. 18, 2020 | Sep. 10, 2020 | Dec. 31, 2020 | Nov. 27, 2020 | Dec. 31, 2020 | Dec. 11, 2020 |
Proceeds from Issuance of Private Placement | $ 10,050,000 | ||||||
Due to Related Parties, Current | $ 14,000 | $ 14,000 | |||||
Related Party Loans [Member] | |||||||
Working Capital Loans Description | The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. The Company has no borrowings outstanding under this agreement to date. | ||||||
Forward purchase agreement [Member] | Minimum [Member] | |||||||
Purchase agreement | 25,000,000 | ||||||
Founder Shares [Member] | |||||||
Common stock shares subject to forfeiture | 1,312,500 | ||||||
Percentage of common stock shareholding | 20.00% | ||||||
Independent Directors Member [Member] | Founder Shares [Member] | |||||||
Shares transferred to related party | 125,000 | ||||||
Administration Services [Member] | |||||||
Related party transaction amounts of transaction | $ 14,000 | ||||||
Private Placement Warrants [Member] | |||||||
Warrants issued during the period | shares | 6,000,000 | ||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||||
Warrants issued price per warrant | 1.50 | $ 1.50 | |||||
Proceeds from Issuance of Private Placement | $ 9,000,000 | ||||||
Class of warrant or right, threshold trading days for exercise from date of business combination | 30 days | ||||||
Over-Allotment Option And Private Placement Warrants [Member] | |||||||
Warrants issued during the period | shares | 700,000 | ||||||
Warrants issued price per warrant | 1.50 | $ 1.50 | |||||
Proceeds from Issuance of Private Placement | $ 1,100,000 | ||||||
Common Class B [Member] | |||||||
Stock shares issued during the period | shares | 10,062,500 | ||||||
Common stock, par value | 0.0001 | $ 0.0001 | |||||
Common Class B [Member] | Founder Shares [Member] | |||||||
Common stock shares subject to forfeiture | 1,312,500 | ||||||
Common Class A [Member] | |||||||
Common stock, par value | 0.0001 | 0.0001 | |||||
Common Class A [Member] | Forward purchase agreement [Member] | |||||||
Purchase agreement | 25,000,000 | ||||||
Share Price | $ 10 | ||||||
Forward purchase agreement | $ 250,000,000 | ||||||
Sponsor [Member] | |||||||
Related party transaction amounts of transaction | $ 25,000 | ||||||
Related party note payable, short term | $ 61,000 | ||||||
Sponsor [Member] | Related Party Loans [Member] | |||||||
Cover Expenses Related to Initial Public Offering | $ 300,000 | ||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Related party note payable, short term | 127,000 | ||||||
Sponsor [Member] | Additional Loan [Member] | |||||||
Related party note payable, short term | $ 66,000 | ||||||
Sponsor [Member] | Founder Shares [Member] | |||||||
Share transfer, trigger price price per share | $ 12 | $ 12 | |||||
Number of consecutive trading days for determining share price | 20 days | ||||||
Number of trading days for determining share price | 30 days | ||||||
Number of days for a particular event to get over for determning trading period | 150 days | ||||||
Sponsor [Member] | Subsequent Event [Member] | Convertible Promissory Note [Member] | |||||||
Debt instrument, face amount | $ 750,000 | ||||||
Debt instrument, maturity date | Nov. 23, 2022 | ||||||
Sponsor [Member] | Office Space Secretarial And Administrative Services [Member] | |||||||
Related party transaction amounts of transaction per month | $ 10,000 | ||||||
Sponsor [Member] | Administration Services [Member] | |||||||
Due to Related Parties, Current | $ 14,000 | $ 14,000 | |||||
Sponsor [Member] | Common Class B [Member] | |||||||
Stock shares issued during the period | shares | 10,062,500 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Sponsor [Member] | Common Class A [Member] | Subsequent Event [Member] | |||||||
Conversion price | $ 1.50 | ||||||
Convertible warrants | $ 750,000 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) $ / shares in Units, $ in Millions | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Underwriting discount per unit | $ / shares | $ 0.20 |
Underwriting discount | $ | $ 8.3 |
Deferred underwriting commissions per unit | shares | 0.35 |
Deferred underwriting commissions | $ | $ 14.1 |
Over-Allotment Option [Member] | |
Additional Public share issued under over allotment option | shares | 5,250,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Sep. 07, 2020 | Dec. 31, 2020 | Nov. 24, 2020 |
Preference stock, Shares authorized | 5,000,000 | ||
Preference stock, Shares par value | $ 0.0001 | ||
Preference stock, Shares issued | 0 | ||
Preference stock, Shares outstanding | 0 | ||
Description of Shares Conversion | 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 (excluding the Private Placement Warrants) upon the consummation of the Initial Public Offering, plus (ii) the sum of 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, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans. | ||
Common Class A [Member] | |||
Common stock, Shares authorized | 500,000,000 | ||
Common stock, Shares par value | $ 0.0001 | ||
Common stock, Shares issued | 4,787,228 | ||
Common stock, Shares outstanding | 4,787,228 | ||
Common stock, Shares issued, Subject to forfeiture | 35,462,772 | ||
Shares Outstanding Including Shares Subject to Possible Redemption | 40,250,000 | ||
Shares Issued Including Shares Subject to Possible Redemption | 40,250,000 | ||
Common Class B [Member] | |||
Common stock, Shares authorized | 50,000,000 | ||
Common stock, Shares par value | $ 0.0001 | ||
Common stock, Shares issued | 10,062,500 | 10,062,500 | |
Common stock, Shares outstanding | 10,062,500 | 10,062,500 | |
Common Class B [Member] | Over-Allotment Option [Member] | |||
Common stock, Shares issued, Subject to forfeiture | 1,312,500 | 1,312,500 | |
Common stock, Percentage of Shares owns before options exercised | 20.00% | ||
Common Class B Member To Common Class A Member [Member] | |||
Sponsor Owned Collective Percentage | 20.00% |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | 4 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights term | 5 years |
Share Equals Or Exceeds 18 [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant Price per Warrant Redemption | $ 0.01 |
Share Equals Or Exceeds 18 [Member] | 30-day redemption period [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right, Minimum Notice Period for Redemption | 30 days |
Public warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right Redemption Threshold Consecutive Trading Days | 30 days |
Class of Warrant or Right, Threshold Period for Exercise from Date of Closing Public Offering | 12 months |
Class of warrant or right, outstanding | shares | 13,416,667 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrants, price per warrant | $ 11.50 |
Class of warrant or right, outstanding | shares | 6,700,000 |
Common Class A [Member] | Share Equals Or Exceeds 18 [Member] | 30-day redemption period [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Days of Notice to be given for the Redemption of Warrants | 30 days |
Common Class A [Member] | Share Equals Or Exceeds 18 [Member] | 20 trading days within a 30 trading day [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant Redemption of Warrants Price per Share Threshold | $ 18 |
Common Class A [Member] | Share Equals Or Exceeds 18 [Member] | Warrants and Rights Subject to Mandatory Redemption [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant Redemption of Warrants Price per Share Threshold | 18 |
Common Class A [Member] | Share Equals Or Exceeds 10 [Member] | 30-day redemption period [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant Price per Warrant Redemption | $ 0.10 |
Class of Warrant or Right Redemption Threshold Consecutive Trading Days | 30 days |
Common Class A [Member] | Share Equals Or Exceeds 10 [Member] | 20 trading days within a 30 trading day [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant Redemption of Warrants Price per Share Threshold | $ 10 |
Class of Warrant or Right Redemption Threshold Consecutive Trading Days | 20 days |
Common Class A [Member] | Share Equals Or Exceeds 10 [Member] | Warrants and Rights Subject to Mandatory Redemption [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant Redemption of Warrants Price per Share Threshold | $ 10 |
Common Class A [Member] | Public warrants [Member] | 30-day redemption period [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right Redemption Threshold Consecutive Trading Days | 30 days |
Common Class A [Member] | Public warrants [Member] | 20 trading days within a 30 trading day [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right Redemption Threshold Consecutive Trading Days | 20 days |
Business Combination [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrant or Right Threshold Period for Exercise from Date of Initial Business Combination | 15 days |
Private placement [Member] | Common Class A [Member] | Share Equals Or Exceeds 10 [Member] | 20 trading days within a 30 trading day [Member] | |
Class of Warrant or Right [Line Items] | |
Class of Warrants, price per warrant | $ 18 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) | Dec. 31, 2020USD ($) |
Liabilities: | |
Derivative warrant liabilities | $ 29,370,333 |
Quoted Prices in Active Markets (Level 1) | |
Assets: | |
Investments held in Trust Account: | 402,500,000 |
Quoted Prices in Active Markets (Level 1) | Public [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Quoted Prices in Active Markets (Level 1) | Private [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Significant Other Observable Inputs (Level 2) | |
Assets: | |
Investments held in Trust Account: | 0 |
Significant Other Observable Inputs (Level 2) | Public [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Significant Other Observable Inputs (Level 2) | Private [Member] | |
Liabilities: | |
Derivative warrant liabilities | 0 |
Significant Other Unobservable Inputs (Level 3) | |
Assets: | |
Investments held in Trust Account: | 0 |
Significant Other Unobservable Inputs (Level 3) | Public [Member] | |
Liabilities: | |
Derivative warrant liabilities | 19,588,333 |
Significant Other Unobservable Inputs (Level 3) | Private [Member] | |
Liabilities: | |
Derivative warrant liabilities | $ 9,782,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value transfer between levels | $ 0 |
Change in fair value of warrant liabilities | 3,523,003 |
Warrant Liabilities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Change in fair value of warrant liabilities | $ 3,500,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of quantitative information regarding Level 3 initial fair value measurements of warrants (Detail) - Fair Value, Inputs, Level 3 [Member] - $ / shares | Nov. 27, 2020 | Nov. 23, 2020 | Dec. 31, 2020 |
Measurement Input, Share Price [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Share price | $ 9.63 | $ 9.57 | $ 9.79 |
Measurement Input, Exercise Price [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Risk-free interest rate | 0.67% | 0.71% | 0.69% |
Measurement Input, Price Volatility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Volatility | 22.00% | 22.00% | 23.00% |
Measurement Input, Expected Term [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Expected term (years) | 5 years | 5 years | 5 years |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of fair value of the derivative warrant liabilities (Detail) - Warrants [Member] | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Opening balance | $ 0 |
Issuance of Public and Private Warrants at November 23, 2020 | 22,613,330 |
Issuance of Public and Private Warrants at November 27, 2020 | 3,234,000 |
Change in fair value of warrant liabilities | 3,523,003 |
Closing balance | $ 29,370,333 |