Forge Global (FRGE) 10-K/A 15 Dec 21 2020 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 14, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K/A
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	MOTIVE CAPITAL CORP
Entity Incorporation, State or Country Code	E9
Entity Public Float			$ 0
Entity File Number	001-39794
Entity Tax Identification Number	98-1561111
Entity Address, Address Line One	7 World Trade Center, 250 Greenwich St., FL 47
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	651-0200
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
ICFR Auditor Attestation Flag	false
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001827821
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	true
Amendment Description	Amendment No.2
Unit Each Consisting Of One Class Common Stock And One Third Redeemable Warrant
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 redeemable warrant
Trading Symbol	MOTV.U
Security Exchange Name	NYSE
Class A Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares included as part of the units
Trading Symbol	MOTV
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		41,400,000
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	MOTV WS
Security Exchange Name	NYSE
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,350,000

BALANCE SHEET

BALANCE SHEET	Dec. 31, 2020USD ($)
Current assets:
Cash	$ 1,674,650
Prepaid expenses	651,605
Total current assets	2,326,255
Investments held in Trust Account	414,020,525
Total Assets	416,346,780
Current liabilities:
Accounts payable	961
Accrued expenses	415,560
Total current liabilities	416,521
Deferred underwriting commissions	14,490,000
Derivative liabilities	40,532,280
Total liabilities	55,438,801
Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 41,400,000 shares subject to possible redemption at $10.00 per share	414,000,000
Shareholders' Deficit:
Preference shares, $0.0001 par value 5,000,000 shares authorized none issued and outstanding
Accumulated deficit	(53,093,056)
Total shareholders' deficit	(53,092,021)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:	416,346,780
Class A Ordinary Shares Subject to Redemption
Current liabilities:
Class A ordinary shares, $0.0001 par value; 41,400,000 shares subject to possible redemption at $10.00 per share	414,000,000
Class B Ordinary Shares
Shareholders' Deficit:
Common stock	$ 1,035

BALANCE SHEET (Parenthetical)

BALANCE SHEET (Parenthetical)	Dec. 31, 2020$ / sharesshares
Preferred stock, par value, (per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common shares, par value, (per share) | $ / shares	$ 0.0001
Temporary equity, par value, (per share) | $ / shares	0.0001
Class A Ordinary Shares
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	500,000,000
Common shares, shares issued	5,763,241
Common shares, shares outstanding	5,763,241
Class A Ordinary Shares Subject to Redemption
Temporary equity, par value, (per share) | $ / shares	$ 0.0001
Temporary equity, shares issued	41,400,000
Temporary equity, shares outstanding	35,636,759
Purchase price, per unit | $ / shares	$ 10
Class A Ordinary Shares Not Subject to Redemption
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	500,000,000
Common shares, shares issued	0
Common shares, shares outstanding	0
Class B Ordinary Shares
Common shares, par value, (per share) | $ / shares	$ 0.0001
Common shares, shares authorized	50,000,000
Common shares, shares issued	10,350,000
Common shares, shares outstanding	10,350,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
General and administrative expenses	$ 35,004
Loss from operations	(35,004)
Other income (expense)
Change in fair value of derivative liabilities	(10,659,080)
Transaction cost - derivative liabilities	(1,126,070)
Gain on marketable securities, dividends and interest held in Trust Account	20,525
Net loss	$ (11,799,629)
Class A Ordinary Shares Subject to Redemption
Other income (expense)
Basic and diluted weighted average shares outstanding | shares	7,650,000
Basic and diluted net (loss) income per share | $ / shares	$ (0.66)
Class B Ordinary Shares Subject to Redemption [Member]
Other income (expense)
Basic and diluted weighted average shares outstanding | shares	10,350,000
Basic and diluted net (loss) income per share | $ / shares	$ (0.66)

STATEMENT OF CHANGES IN SHAREHO

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Dec. 31, 2020 - USD ($)	Class A Ordinary SharesCommon Stock	Class B Ordinary SharesCommon Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Sep. 27, 2020	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Sep. 27, 2020	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B ordinary shares to Sponsor		$ 1,035	23,965		25,000
Issuance of Class B ordinary shares to Sponsor (in shares)		10,350,000
Cash received in private placement in excess of initial fair value of private placement warrants			664,800		664,800
Remeasurement of Class A ordinary shares subject to possible redemption			$ (688,765)	(41,293,427)	(41,982,192)
Net loss				(11,799,629)	(11,799,629)
Balance at the end at Dec. 31, 2020		$ 1,035		$ (53,093,056)	$ (53,092,021)
Balance at the end (in shares) at Dec. 31, 2020		10,350,000

STATEMENT OF CASH FLOWS

STATEMENT OF CASH FLOWS	3 Months Ended
	Dec. 31, 2020USD ($)
Cash Flows from Operating Activities:
Net loss	$ (11,799,629)
Adjustments to reconcile net income to net cash used in operating activities:
Transaction cost - derivative liabilities	1,126,070
Change in fair value of derivative liabilities	10,659,080
Gain on marketable securities, dividends and interest held in Trust Account	(20,525)
Changes in operating assets and liabilities:
Prepaid expenses	(651,605)
Accounts payable	961
Accrued expenses	5,560
Net cash used in operating activities	(680,088)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(414,000,000)
Net cash used in investing activities	(414,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related parties	(130,492)
Proceeds received from initial public offering, gross	414,000,000
Offering costs paid	(8,619,770)
Proceeds received from private placement	11,080,000
Proceeds from issuance of ordinary shares to initial shareholders	25,000
Net cash provided by financing activities	416,354,738
Net increase in cash	1,674,650
Cash - end of the period	1,674,650
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid-in capital in connection with the initial public offering	14,490,000
Offering costs included in accrued expenses	410,000
Offering costs charged to additional paid-in capital in connection with the initial public offering	$ 880,262

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Dec. 31, 2020
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Motive Capital Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 28, 2020 under the name of MCF2 Acquisition Corp. On November 5, 2020 the Company’s name was changed to Motive Capital Corp. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from September 28, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 st Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated the Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriter of its over-allotment option in the amount of 5,400,000 Units, at $10.00 per Unit, generating gross proceeds of $414,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,386,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Motive Capital Funds Sponsor, LLC (the “Sponsor”), generating gross proceeds of $11,080,000, which is described in Note 5. Transaction costs amounted to $23,650,262, consisting of $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $880,262 of other offering costs. In addition, at December 31, 2020 cash of $1,674,650 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Trust Account Following the closing of the Initial Public Offering on December 15, 2020, an amount of $414,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until December 15, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	3 Months Ended
	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	Note 2 —RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS After preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 . Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-K of and for the period ended December 31, 2020 (the “Affected Period”) as filed with the Securities and Exchange Commission (“SEC”) on March 23, 2021 (the “Original Filing”) and subsequently amended on June 2, 2021 (the “First Amended Filing”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Period should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements in this Form 10-K/A. The Original Filing and First Amended Filing should no longer be relied upon. The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2020 ​ ​ As ​ ​ ​ ​ ​ ​ ​ ​ Previously ​ Restatement ​ ​ ​ ​ Reported Adjustment As Restated Balance Sheet ​ ​ ​ Total assets ​ $ 416,346,780 ​ $ — ​ $ 416,346,780 Liabilities and Shareholders’ equity ​ ​ ​ Total current liabilities ​ $ 416,521 ​ $ — ​ $ 416,521 Deferred underwriting commissions ​ 14,490,000 ​ — ​ 14,490,000 Derivative liabilities ​ 40,532,280 ​ — ​ 40,532,280 Total liabilities ​ 55,438,801 ​ — ​ 55,438,801 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption ​ 355,907,970 ​ 58,092,030 ​ 414,000,000 Shareholders’ equity ​ ​ ​ Preference shares - $0.0001 par value ​ — ​ — ​ — Class A ordinary shares - $0.0001 par value ​ 581 ​ (581) ​ — Class B ordinary shares - $0.0001 par value ​ 1,035 ​ — ​ 1,035 Additional paid-in-capital ​ 16,798,022 ​ (16,798,022) ​ — Accumulated deficit ​ (11,799,629) ​ (41,293,427) ​ (53,093,056) Total shareholders’ (deficit) ​ 5,000,009 ​ (58,092,030) ​ (53,092,021) Total liabilities and shareholders’ (deficit) ​ $ 416,346,780 ​ $ — ​ $ 416,346,780 ​ The Company’s statement of shareholders’ deficit has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from September 28, 2020 (inception) through December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from September 28, 2020 (inception) through December 31, 2020 ​ As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 362,617,170 ​ $ (362,617,170) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ (6,709,200) ​ $ 6,709,200 ​ $ — ​ The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from September 28, 2020 (inception) through December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class A ordinary shares ​ As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) ​ ​ ​ Net loss ​ $ (11,799,629) ​ $ — ​ $ (11,799,629) Weighted average shares outstanding ​ 41,400,000 ​ (33,750,000) ​ 7,650,000 Basic and diluted loss per share ​ $ — ​ $ (0.66) ​ $ (0.66) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class B ordinary shares ​ As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) ​ ​ ​ Net loss ​ $ (11,799,629) ​ $ — ​ $ (11,799,629) Weighted average shares outstanding ​ 10,350,000 ​ — ​ 10,350,000 Basic and diluted loss per share ​ $ (1.14) ​ $ 0.48 ​ $ (0.66) ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 15, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 15, 2020 ​ ​ As ​ ​ ​ ​ ​ ​ ​ ​ Previously ​ Restatement ​ ​ ​ ​ Reported Adjustment As Restated Balance Sheet ​ ​ ​ Total assets ​ $ 416,788,700 ​ $ — ​ $ 416,788,700 Liabilities, Class A ordinary shares subject to redemption and Shareholders’ equity (deficit) ​ ​ ​ Total current liabilities ​ $ 762,402 ​ $ — ​ $ 762,402 Deferred underwriting fee payable ​ 14,490,000 ​ — ​ 14,490,000 Derivative liabilities ​ 29,873,200 ​ — ​ 29,873,200 Total liabilities ​ 45,125,602 ​ — ​ 45,125,602 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption ​ 366,663,090 ​ 47,336,910 ​ 414,000,000 Shareholders’ equity (deficit) ​ ​ ​ Preference shares - $0.0001 par value ​ — ​ — ​ — Class A ordinary shares - $0.0001 par value ​ 473 ​ (473) ​ — Class B ordinary shares - $0.0001 par value ​ 1,035 ​ — ​ 1,035 Additional paid-in-capital ​ 6,129,570 ​ (6,129,570) ​ — Accumulated deficit ​ (1,131,070) ​ (41,206,867) ​ (42,337,937) Total shareholders’ (deficit) ​ 5,000,008 ​ (47,336,910) ​ (42,336,902) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) ​ $ 416,788,700 ​ $ — ​ $ 416,788,700 ​ CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION 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 future events. As of December 31, 2020, there were 41,400,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A ordinary shares stock subject to possible redemption as follows ​ ​ ​ ​ ​ Gross Proceeds for initial public offering and over-allotment $ 414,000,000 Less: ​ — Offering costs allocated to Class A shares subject to possible redemption ​ (22,524,192) Proceeds allocated to Public Warrants at issuance ​ (19,458,000) Plus: ​ Remeasurement of Class A ordinary shares subject to possible redemption amount ​ 41,982,192 ​ ​ ​ ​ Class A ordinary shares subject to possible redemption ​ $ 414,000,000 ​ Going Concern In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 15, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 15, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020, and the period from September 28, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants and the FPA in the Company’s previously issued audited and unaudited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in the Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative liabilities. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020, not held in the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments held in trust 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 Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in Trust Account are determined using using quoted prices in active markets. Fair Value of Financial Instruments 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 fair value of the public warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date 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 expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2020, 41,400,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Derivative liabilities The Company did not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants to purchase Class A ordinary shares and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815-40. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 13,800,000 warrants on Class A ordinary shares in the Initial Public Offering, 7,386,667 Private Placement Warrants, and a forward purchase agreement for the issuance of up to 14,000,000 forward purchase units (see Note 8). All of the Company’s outstanding warrants and FPA are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the derivative instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. Net Income (Loss) Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted- average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 21,186,667, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be antidilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from September 28, 2020 (inception) through December 31, 2020. The remeasurement of the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. 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 Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Dec. 31, 2020
Initial Public Offering
Initial Public Offering	NOTE 4. Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 Units, at a purchase price of $10.00 per Unit. Each Unit consist of one Class A ordinary share and one-third

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,386,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $11,080,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On October 2, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”). On November 24, 2020, the Sponsor surrendered 2,875,000 Founder Shares, which the Company canceled. On November 24 and December 8, 2020, the Sponsor transferred 30,000 founder shares to each of the independent directors. On December 10, 2020, the Company issued a dividend of 1,725,000 Class B ordinary shares, resulting in 10,350,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share cancellation. The Founder Shares include an aggregate of up to 1,350,000 shares The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on December 15, 2020 the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay the Sponsor or its affiliate a monthly fee of up to $10,000 for office space, utilities, secretarial and administrative services. As of December 31, 2020, the Company did not incur any fees for the administrative support. The Sponsor has waived such fees and such fees will not be payable until the Sponsor determines that such fees should be paid. Promissory Note — Related Party On October 1, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The Company had borrowed an aggregate of $130,492 under the Promissory Note. The Promissory Note matured on the closing date of the Initial Public Offering and the outstanding balance under the Promissory Note of $130,492 was repaid in full on December 16, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans.

COMMITMENTS & CONTINGENCIES

COMMITMENTS & CONTINGENCIES	3 Months Ended
	Dec. 31, 2020
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES	NOTE 7. COMMITMENTS & CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on December 10, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will have registration rights to require the Company to register a sale of any of our securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 14,490,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. The underwriters were entitled to underwriting discounts of $0.35 per unit, or approximately $14,490,000 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.

DERIVATIVE LIABILITES

DERIVATIVE LIABILITES	3 Months Ended
	Dec. 31, 2020
DERIVATIVE LIABILITES
DERIVATIVE LIABILITES	NOTE 8. DERIVATIVE LIABILITES Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 60 60 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 not less than 30 days prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Forward Purchase Agreement The Company entered into a forward purchase agreement with affiliates of the Company’s sponsor pursuant to which the affiliates intend to purchase an aggregate of 14,000,000 of forward purchase units, consisting of one Class A ordinary share (the “forward purchase shares”) and one-third of one redeemable warrant to purchase one Class A ordinary share (the “forward purchase warrant”), for a purchase price of $10.00 per forward purchase unit, or an aggregate amount of $140,000,000, in a private placement to close concurrently with the closing of a Business Combination. The affiliates’ commitment under the forward purchase agreement is subject to, among other conditions, investment committee approval and sufficiency of capital to purchase. The obligations under the forward purchase agreements will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase shares will be identical to the shares of Class A ordinary shares included in the Units being sold in the Initial Public Offering, except that they will be subject to transfer restrictions and registration rights. The forward purchase warrants will have the same terms as the public warrants. The affiliates’ commitment under the forward purchase agreement is subject to, among other conditions, investment committee approval and sufficiency of capital to purchase.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	3 Months Ended
	Dec. 31, 2020
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares outstanding Class A Ordinary Shares outstanding Class B Ordinary Shares outstanding Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS A reconciliation of the beginning and ending balances of the derivative assets and liabilities is summarized below: ​ ​ ​ ​ Beginning of period $ — Acquisition date fair value of derivative liabilities: ​ Public warrants issued in the initial public offering ​ 19,458,000 Private placement warrants issued in connection with the initial public offering (1) ​ 10,415,200 Forward Purchase Agreement liability (2) ​ 4,045,920 Total acquisition date fair value of derivative liabilities ​ 33,919,120 Change in fair value of warrant liabilities - Public ​ 1,932,000 Change in fair value of warrant liabilities - Private ​ 1,034,130 Change in fair value of forward purchase agreement ​ 3,647,030 End of period ​ $ 40,532,280 (1) The acquisition date fair value of the private placement warrants issued in connection with the initial public offering is $10,415,200 . The private placement warrants were issued at $11,080,000 (See Note 5. Private Placement above) therefore $664,800 of Cash received in private placement excess of initial fair value is recorded in Additional Paid-in Capital on the Statement of Changes in Shareholders Deficit. (2) The liability associated with the forward purchase agreement entered on December 15, 2020, was recorded as a loss from issuance of the forward purchase agreement and is included in the change in fair value of derivative liabilities as of December 31, 2020. The following table presents information about the Company’s assets and liabilities that are measured 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of December 31, 2020 ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ Investments held in Trust Account ​ $ 414,020,525 ​ $ — ​ $ — ​ $ 414,020,525 Liabilities: ​ ​ ​ ​ Derivative liabilities (Restated) ​ $ — ​ $ — ​ $ 40,532,280 ​ $ 40,532,280 ​ Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00. For the period from September 28, 2020 (inception) through December 31, 2020, the Company recognized a non-operating loss in the statement of operations resulting from an increase in the fair value of derivative liabilities of approximately $10.7 million presented as change in fair value of derivative liabilities in the accompanying statement of operations. The estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. The Company estimates the volatility of its ordinary share 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 following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ December 15, ​ December 31, ​ 2020 2020 Share price ​ $ 9.81 ​ $ 10.02 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Term (in years) ​ 6.00 ​ 6.00 ​ Volatility ​ 20.50 % 21.00 % Risk-free interest rate ​ 0.51 % 0.50 % Expected dividends ​ 0.00 % 0.00 % ​ The change in the fair value of derivative liabilities measured using Level 3 inputs for the period from September 28, 2020 (inception) through December 31, 2020 is summarized as follows: ​ ​ ​ ​ ​ Level 3 derivative liabilities at December 15, 2020 ​ Issuance of Public, Private Warrants ​ $ 29,873,200 Change in fair value of derivative liabilities ​ 10,659,080 Level 3 derivative liabilities at December 31, 2020 ​ $ 40,532,280 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. Proposed Business Combination On September 13, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, FGI Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Forge Global, Inc., a Delaware corporation (“Forge”). The Merger Agreement provides for, among other things, the following transactions: (i) the Company will change its jurisdiction of incorporation by transferring by way of continuation from the Cayman Islands and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and, in connection with the Domestication, (A) each outstanding Class A ordinary share of the Company will convert automatically into one share of common stock, par value $0.0001 per share (the “Domesticated Company Common Stock”), (B) each outstanding Class B ordinary share of the Company will convert automatically into one share of Domesticated Company Common Stock, (C) each outstanding warrant to purchase one Class A ordinary share at an exercise price of $11.50 that was included in the Units sold as part of Company’s initial public offering (a “Public Warrant”) will convert automatically, on a one-for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock (“Domesticated Company Public Warrant”), (D) each outstanding Private Placement Warrant issued to the Sponsor will convert automatically, on a one-for-one basis, into a warrant to acquire one share of Domesticated Company Common Stock and (E) each outstanding Unit of the Company, to the extent not already split by the holder thereof, convert automatically, into one share of Domesticated Company Common Stock and one-third Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, each outstanding share of Forge’s capital stock (excluding shares owned by the Company or by Forge as treasury stock or dissenting shares) (i) if vested, will be canceled and converted into the right to receive either cash or Domesticated Company Common Stock, or a combination thereof, equal to the Per-Share Merger Consideration, which mix of cash and stock shall correspond to that elected by each of holder of Forge vested shares; provided, that in no event shall a holder of Forge vested shares be permitted to elect greater than fifteen percent (15%) cash and in no event will the aggregate amount of cash payable to all holders of vested Forge shares exceed $100 million and (ii) if unvested, will be canceled and converted into the right to receive a number of shares of unvested Domesticated Company Common Stock (subject to the same terms and conditions, including with respect to vesting, as the unvested share of Forge’s capital stock) equal to (A) the Securities Merger Consideration multiplied by (B) the Exchange Ratio. The total consideration paid to holders of Forge’s outstanding equity securities will include shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, having an aggregate value equal to $1.5 billion, less the amount of any cash consideration payable to holders of vested Forge shares, consisting of (assuming the maximum amount of cash consideration) an aggregate of 140 million newly issued shares of Domesticated Company Common Stock and options and warrants to acquire shares of Domesticated Company Common Stock, in each case, with a deemed value of $10.00 per share solely for purposes of determining the aggregate number of shares payable to holders of Forge capital stock. As a result, at the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), (i) each outstanding option to purchase Forge capital stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement and (ii) each outstanding warrant to purchase Forge capital stock, whether or not exercisable, will be assumed and converted into a warrant with respect to a number of shares of Domesticated Company Common Stock in the manner set forth in the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Sponsor Support Agreement (the “Sponsor Agreement”) with the Sponsor, Forge and other holders of Company’s Class B ordinary shares pursuant to which the Sponsor and such holders of Class B ordinary shares have agreed to (i) vote all shares of the Company they own in favor of the transactions contemplated by the Merger Agreement, (ii) waive certain anti-dilution rights with respect to their Class B ordinary shares, and (iii) agree to certain lock-up provisions. Concurrent with the execution of the Merger Agreement, the Company entered into that certain Stockholder Support Agreement (the “Stockholder Support Agreement”) with Forge and certain Forge shareholders (the “Supporting Shareholders”) pursuant to which the Supporting Shareholders agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement. Concurrent with the execution of the Merger Agreement, the Company amended and restated that certain Forward Purchase Agreement, dated as of November 24, 2020, by and between the Company, the Sponsor and certain affiliates of the Sponsor (the “Purchasers”; and such agreement the “A&R Forward Purchase Agreement”). Pursuant to the A&R Forward Purchase Agreement, subject to the fulfillment of certain conditions, the Purchasers will collectively purchase concurrently with the Closing, at a per-unit price of $10.00, 5,000,000 Forward Purchase Units, each composed of one share of Domesticated Company Common Stock and one-third The Merger Agreement contemplates that, at the Closing, the Company, the Sponsor, and certain Company and Forge stockholders will enter into a registration rights agreement pursuant to which, among other things, the Company will agree to undertake certain customary registration obligations in accordance with the Securities Act and certain subsequent related transactions and obligations. Pursuant to the Registration Rights Agreement, the Company will agree that, within 30 calendar days after the Closing, the Company will file with the SEC a registration statement registering the resale of certain securities held by or issuable to the stockholders party thereto, and use its reasonable best efforts to have such registration statement declared effective by the SEC as soon as practicable thereafter. Concurrent with the execution of the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors an aggregate of 6.85 million shares of Domesticated Company Common Stock, at a per share price of $10.00 for an aggregate purchase price of $68,500,000, concurrent with the Closing, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Each Subscription Agreement provides that the Company will grant the PIPE Investors certain customary registration rights.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements as of December 31, 2020, and the period from September 28, 2020 (inception) through December 31, 2020 (the “Affected Period”), are restated in this Annual Report on Form 10-K/A (Amendment No. 2) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants and the FPA in the Company’s previously issued audited and unaudited financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Concentration of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in the Trust Account. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative liabilities. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020, not held in the Trust Account.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in trust 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 Trust Account in the accompanying statement of operations. The estimated fair values of marketable securities held in Trust Account are determined using using quoted prices in active markets.
Fair Value of Financial Instruments	Fair Value of Financial Instruments 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 fair value of the public warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date 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 expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2020, 41,400,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.
Derivative liabilities	Derivative liabilities The Company did not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants to purchase Class A ordinary shares and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815-40. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued an aggregate of 13,800,000 warrants on Class A ordinary shares in the Initial Public Offering, 7,386,667 Private Placement Warrants, and a forward purchase agreement for the issuance of up to 14,000,000 forward purchase units (see Note 8). All of the Company’s outstanding warrants and FPA are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the derivative instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were measured using a binomial lattice model in a risk-neutral framework. The fair value of the forward purchase agreement is based on the fair value of the Company’s publicly traded Units on each valuation date, less the present value of the contractually stipulated forward price of $10.00.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted- average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 21,186,667, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be antidilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from September 28, 2020 (inception) through December 31, 2020. The remeasurement of the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
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 Company’s financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	3 Months Ended
	Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Schedule of impact of restatement on the balance sheets, Cash flows and statements of operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2020 ​ ​ As ​ ​ ​ ​ ​ ​ ​ ​ Previously ​ Restatement ​ ​ ​ ​ Reported Adjustment As Restated Balance Sheet ​ ​ ​ Total assets ​ $ 416,346,780 ​ $ — ​ $ 416,346,780 Liabilities and Shareholders’ equity ​ ​ ​ Total current liabilities ​ $ 416,521 ​ $ — ​ $ 416,521 Deferred underwriting commissions ​ 14,490,000 ​ — ​ 14,490,000 Derivative liabilities ​ 40,532,280 ​ — ​ 40,532,280 Total liabilities ​ 55,438,801 ​ — ​ 55,438,801 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption ​ 355,907,970 ​ 58,092,030 ​ 414,000,000 Shareholders’ equity ​ ​ ​ Preference shares - $0.0001 par value ​ — ​ — ​ — Class A ordinary shares - $0.0001 par value ​ 581 ​ (581) ​ — Class B ordinary shares - $0.0001 par value ​ 1,035 ​ — ​ 1,035 Additional paid-in-capital ​ 16,798,022 ​ (16,798,022) ​ — Accumulated deficit ​ (11,799,629) ​ (41,293,427) ​ (53,093,056) Total shareholders’ (deficit) ​ 5,000,009 ​ (58,092,030) ​ (53,092,021) Total liabilities and shareholders’ (deficit) ​ $ 416,346,780 ​ $ — ​ $ 416,346,780 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from September 28, 2020 (inception) through December 31, 2020 ​ As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: ​ ​ ​ ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 362,617,170 ​ $ (362,617,170) ​ $ — Change in value of Class A ordinary shares subject to possible redemption ​ $ (6,709,200) ​ $ 6,709,200 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class A ordinary shares ​ As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) ​ ​ ​ Net loss ​ $ (11,799,629) ​ $ — ​ $ (11,799,629) Weighted average shares outstanding ​ 41,400,000 ​ (33,750,000) ​ 7,650,000 Basic and diluted loss per share ​ $ — ​ $ (0.66) ​ $ (0.66) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EPS for Class B ordinary shares ​ As Previously Reported Adjustment As Restated Form 10-K/A (December 31, 2020) ​ ​ ​ Net loss ​ $ (11,799,629) ​ $ — ​ $ (11,799,629) Weighted average shares outstanding ​ 10,350,000 ​ — ​ 10,350,000 Basic and diluted loss per share ​ $ (1.14) ​ $ 0.48 ​ $ (0.66) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 15, 2020 ​ ​ As ​ ​ ​ ​ ​ ​ ​ ​ Previously ​ Restatement ​ ​ ​ ​ Reported Adjustment As Restated Balance Sheet ​ ​ ​ Total assets ​ $ 416,788,700 ​ $ — ​ $ 416,788,700 Liabilities, Class A ordinary shares subject to redemption and Shareholders’ equity (deficit) ​ ​ ​ Total current liabilities ​ $ 762,402 ​ $ — ​ $ 762,402 Deferred underwriting fee payable ​ 14,490,000 ​ — ​ 14,490,000 Derivative liabilities ​ 29,873,200 ​ — ​ 29,873,200 Total liabilities ​ 45,125,602 ​ — ​ 45,125,602 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption ​ 366,663,090 ​ 47,336,910 ​ 414,000,000 Shareholders’ equity (deficit) ​ ​ ​ Preference shares - $0.0001 par value ​ — ​ — ​ — Class A ordinary shares - $0.0001 par value ​ 473 ​ (473) ​ — Class B ordinary shares - $0.0001 par value ​ 1,035 ​ — ​ 1,035 Additional paid-in-capital ​ 6,129,570 ​ (6,129,570) ​ — Accumulated deficit ​ (1,131,070) ​ (41,206,867) ​ (42,337,937) Total shareholders’ (deficit) ​ 5,000,008 ​ (47,336,910) ​ (42,336,902) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) ​ $ 416,788,700 ​ $ — ​ $ 416,788,700
Schedule of class A ordinary shares subject to possible redemption	​ ​ ​ ​ ​ Gross Proceeds for initial public offering and over-allotment $ 414,000,000 Less: ​ — Offering costs allocated to Class A shares subject to possible redemption ​ (22,524,192) Proceeds allocated to Public Warrants at issuance ​ (19,458,000) Plus: ​ Remeasurement of Class A ordinary shares subject to possible redemption amount ​ 41,982,192 ​ ​ ​ ​ Class A ordinary shares subject to possible redemption ​ $ 414,000,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Dec. 31, 2020
FAIR VALUE MEASUREMENTS
Schedule of company's 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 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measured as of December 31, 2020 ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ Investments held in Trust Account ​ $ 414,020,525 ​ $ — ​ $ — ​ $ 414,020,525 Liabilities: ​ ​ ​ ​ Derivative liabilities (Restated) ​ $ — ​ $ — ​ $ 40,532,280 ​ $ 40,532,280
Schedule of quantitative information regarding Level 3 fair value measurements inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ ​ December 15, ​ December 31, ​ 2020 2020 Share price ​ $ 9.81 ​ $ 10.02 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Term (in years) ​ 6.00 ​ 6.00 ​ Volatility ​ 20.50 % 21.00 % Risk-free interest rate ​ 0.51 % 0.50 % Expected dividends ​ 0.00 % 0.00 %
Schedule of change in the fair value of the derivative liabilities	A reconciliation of the beginning and ending balances of the derivative assets and liabilities is summarized below: ​ ​ ​ ​ Beginning of period $ — Acquisition date fair value of derivative liabilities: ​ Public warrants issued in the initial public offering ​ 19,458,000 Private placement warrants issued in connection with the initial public offering (1) ​ 10,415,200 Forward Purchase Agreement liability (2) ​ 4,045,920 Total acquisition date fair value of derivative liabilities ​ 33,919,120 Change in fair value of warrant liabilities - Public ​ 1,932,000 Change in fair value of warrant liabilities - Private ​ 1,034,130 Change in fair value of forward purchase agreement ​ 3,647,030 End of period ​ $ 40,532,280 The change in the fair value of derivative liabilities measured using Level 3 inputs for the period from September 28, 2020 (inception) through December 31, 2020 is summarized as follows: ​ ​ ​ ​ ​ Level 3 derivative liabilities at December 15, 2020 ​ Issuance of Public, Private Warrants ​ $ 29,873,200 Change in fair value of derivative liabilities ​ 10,659,080 Level 3 derivative liabilities at December 31, 2020 ​ $ 40,532,280

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Dec. 15, 2020USD ($)$ / sharesshares	Dec. 31, 2020USD ($)item$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering		$ 414,000,000
Proceeds received from private placement		11,080,000
Transaction Costs	$ 23,650,262
Underwriting fees	8,280,000
Deferred underwriting fee payable	14,490,000
Other offering costs	$ 880,262
Cash		$ 1,674,650
Condition for future business combination number of businesses minimum | item		1
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account		80.00%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination		50.00%
Minimum net tangible assets upon consummation of business combination		$ 5,000,001
Redemption limit percentage without prior consent		15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Maximum Allowed Dissolution Expenses		$ 100,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds received from private placement		$ 11,080,000
Working capital loans warrant
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares		$ 1.50
Outstanding balance of related party note		$ 0
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	41,400,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 414,000,000
Initial Public Offering. | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) | shares		13,800,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit | $ / shares	$ 1.50
Sale of Private Placement Warrants (in shares) | shares	7,386,667	7,386,667
Proceeds received from private placement	$ 11,080,000	$ 11,080,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued | shares	5,400,000
Purchase price, per unit | $ / shares	$ 10
Over-allotment option | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant | $ / shares		$ 1.50

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 15, 2020	Sep. 27, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Minimum net intangible assets required to redemption of common stock	$ 5,000,001
Balance Sheet
Total assets	416,346,780
Liabilities and Shareholders' equity
Total current liabilities	416,521
Deferred underwriting commissions	14,490,000
Derivative liabilities	40,532,280
Total liabilities	55,438,801
Class A ordinary shares subject to possible redemption	414,000,000
Shareholders' equity
Preference shares - $0.0001 par value
Accumulated deficit	(53,093,056)
Total shareholders' deficit	(53,092,021)		$ 0
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:	$ 416,346,780
Temporary equity, par value, (per share)	$ 0.0001
Preferred stock, par value, (per share)	0.0001	$ 0.0001
Common shares, par value, (per share)	0.0001
Class A Ordinary Shares
Shareholders' equity
Temporary equity, par value, (per share)		0.0001
Common shares, par value, (per share)	$ 0.0001	0.0001
Class B Ordinary Shares
Shareholders' equity
Common stock	$ 1,035
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Restatement of warrants as derivative liabilities
Balance Sheet
Total assets	$ 416,346,780	$ 416,788,700
Liabilities and Shareholders' equity
Total current liabilities	416,521	762,402
Deferred underwriting commissions	14,490,000	14,490,000
Derivative liabilities	40,532,280	29,873,200
Total liabilities	55,438,801	45,125,602
Class A ordinary shares subject to possible redemption	414,000,000	414,000,000
Shareholders' equity
Accumulated deficit	(53,093,056)	(42,337,937)
Total shareholders' deficit	(53,092,021)	(42,336,902)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:	416,346,780	416,788,700
Restatement of warrants as derivative liabilities | Class B Ordinary Shares
Shareholders' equity
Common stock	1,035	1,035
As Previously Reported | Restatement of warrants as derivative liabilities
Balance Sheet
Total assets	416,346,780	416,788,700
Liabilities and Shareholders' equity
Total current liabilities	416,521	762,402
Deferred underwriting commissions	14,490,000	14,490,000
Derivative liabilities	40,532,280	29,873,200
Total liabilities	55,438,801	45,125,602
Class A ordinary shares subject to possible redemption	355,907,970	366,663,090
Shareholders' equity
Additional paid-in capital	16,798,022	6,129,570
Accumulated deficit	(11,799,629)	(1,131,070)
Total shareholders' deficit	5,000,009	5,000,008
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:	416,346,780	416,788,700
As Previously Reported | Restatement of warrants as derivative liabilities | Class A Ordinary Shares
Shareholders' equity
Common stock	581	473
As Previously Reported | Restatement of warrants as derivative liabilities | Class B Ordinary Shares
Shareholders' equity
Common stock	1,035	1,035
Restatement Adjustment | Restatement of warrants as derivative liabilities
Liabilities and Shareholders' equity
Class A ordinary shares subject to possible redemption	58,092,030	47,336,910
Shareholders' equity
Additional paid-in capital	(16,798,022)	(6,129,570)
Accumulated deficit	(41,293,427)	(41,206,867)
Total shareholders' deficit	(58,092,030)	(47,336,910)
Restatement Adjustment | Restatement of warrants as derivative liabilities | Class A Ordinary Shares
Shareholders' equity
Common stock	$ (581)	$ (473)

RESTATEMENT OF PREVIOUSLY ISS_4

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of Cash flows (Details) - Restatement of warrants as derivative liabilities	3 Months Ended
	Dec. 31, 2020USD ($)
As Previously Reported
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	$ 362,617,170
Change in value of Class A ordinary shares subject to possible redemption	(6,709,200)
Restatement Adjustment
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	(362,617,170)
Change in value of Class A ordinary shares subject to possible redemption	$ 6,709,200

RESTATEMENT OF PREVIOUSLY ISS_5

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Statement of operations (Details)	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Statement of Operations
Net loss | $	$ (11,799,629)
Restatement of warrants as derivative liabilities | Class A Ordinary Shares
Statement of Operations
Net loss | $	$ (11,799,629)
Basic and Diluted weighted-average ordinary common stock | shares	7,650,000
Basic and diluted net income (loss) per share | $ / shares	$ (0.66)
Restatement of warrants as derivative liabilities | Class B Ordinary Shares
Statement of Operations
Net loss | $	$ (11,799,629)
Basic and Diluted weighted-average ordinary common stock | shares	10,350,000
Basic and diluted net income (loss) per share | $ / shares	$ (0.66)
As Previously Reported | Restatement of warrants as derivative liabilities | Class A Ordinary Shares
Statement of Operations
Net loss | $	$ (11,799,629)
Basic and Diluted weighted-average ordinary common stock | shares	41,400,000
As Previously Reported | Restatement of warrants as derivative liabilities | Class B Ordinary Shares
Statement of Operations
Net loss | $	$ (11,799,629)
Basic and Diluted weighted-average ordinary common stock | shares	10,350,000
Basic and diluted net income (loss) per share | $ / shares	$ (1.14)
Restatement Adjustment | Restatement of warrants as derivative liabilities | Class A Ordinary Shares
Statement of Operations
Basic and Diluted weighted-average ordinary common stock | shares	(33,750,000)
Basic and diluted net income (loss) per share | $ / shares	$ (0.66)
Restatement Adjustment | Restatement of warrants as derivative liabilities | Class B Ordinary Shares
Statement of Operations
Basic and diluted net income (loss) per share | $ / shares	$ 0.48

RESTATEMENT OF PREVIOUSLY ISS_6

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Class A Ordinary Shares Stock Subject to Possible Redemption (Details)	3 Months Ended
	Dec. 31, 2020USD ($)shares
Temporary Equity [Line Items]
Class A ordinary shares subject to possible redemption	$ 414,000,000
Class A Ordinary Shares Subject to Redemption
Temporary Equity [Line Items]
Gross Proceeds for initial public offering and over-allotment	414,000,000
Offering costs allocated to Class A shares subject to possible redemption	(22,524,192)
Proceeds allocated to Public Warrants at issuance	(19,458,000)
Remeasurement of Class A ordinary shares subject to possible redemption amount	41,982,192
Class A ordinary shares subject to possible redemption	$ 414,000,000
Temporary equity, shares issued | shares	41,400,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 15, 2020
Cash equivalents	$ 0
Federal depository insurance coverage	$ 250,000
Forward price	$ 10
Net loss per ordinary share	$ (11,799,629)
Unrecognized tax benefits	0
Unrecognized tax benefits accrued for interest and penalties	$ 0
Class A Ordinary Shares
Anti-dilutive securities attributable to warrants (in shares)	21,186,667
Class A Ordinary Shares Subject to Redemption
Temporary equity, shares issued	41,400,000
Initial Public Offering. | Private Placement Warrants
Forward purchase warrants	$ 14,000,000
Initial Public Offering. | Public Warrants
Number of warrants to purchase shares issued	13,800,000
Private Placement | Private Placement Warrants
Number of warrants to purchase shares issued	7,386,667	7,386,667

Initial Public Offering (Detail

Initial Public Offering (Details)	Dec. 15, 2020$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Initial Public Offering.
Subsidiary, Sale of Stock [Line Items]
Number of units issued	41,400,000
Purchase price, per unit | $ / shares	$ 10
Initial Public Offering. | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Percentage of warrant in each unit in initial public offering	33.00%
Number of redeemable warrants	1
Exercise price of warrants | $ / shares	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units issued	5,400,000
Purchase price, per unit | $ / shares	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Dec. 15, 2020	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 11,080,000
Number of shares per warrant	1
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 11,080,000
Over-allotment option | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrants		$ 1.50
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	7,386,667	7,386,667
Aggregate purchase price	$ 11,080,000	$ 11,080,000
Number of shares per warrant		1
Exercise price of warrant		$ 11.50

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Dec. 10, 2020shares	Dec. 08, 2020shares	Nov. 24, 2020shares	Oct. 02, 2020USD ($)shares	Dec. 31, 2020USD ($)D$ / sharesshares
Related Party Transaction [Line Items]
Aggregate purchase price | $					$ 25,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Common Stock, Shares, Issued					10,350,000
Common shares, shares outstanding	1,725,000				10,350,000
Sponsor | Class B Ordinary Shares
Related Party Transaction [Line Items]
Consideration received | $				$ 25,000
Consideration received, shares				11,500,000
Number of shares surrender			2,875,000
Sponsor Transferred Founder Shares		30,000	30,000
Share dividend	1,725,000
Common shares, shares outstanding	10,350,000
Restrictions on transfer period of time after business combination completion					1 year
Sponsor | Class B Ordinary Shares | Over-allotment option
Related Party Transaction [Line Items]
Common Stock, Shares, Issued					1,350,000
Common shares, shares outstanding					1,350,000
Shares subject to forfeiture					1,350,000
Shares no longer subject to forfeiture					0
Percentage of founder shares equal					20.00%
Founder Shares | Sponsor | Class B Ordinary Shares
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares					$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D					20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D					30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days

RELATED PARTY TRANSACTIONS - Re

RELATED PARTY TRANSACTIONS - Related Party Loans, Promissory Note, Administrative Support Agreement (Details) - USD ($)	Dec. 16, 2020	Dec. 15, 2020	Dec. 31, 2020	Oct. 01, 2020
Related Party Transaction [Line Items]
Repayment of promissory note - related party			$ 130,492
Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance of related party note			0
Loan conversion agreement warrant			$ 1,500,000
Price of warrant			$ 1.50
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Outstanding balance of related party note			$ 130,492
Repayment of promissory note - related party	$ 130,492
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month		$ 10,000

COMMITMENTS & CONTINGENCIES (De

COMMITMENTS & CONTINGENCIES (Details)	3 Months Ended
	Dec. 31, 2020USD ($)item$ / sharesshares
Maximum number of demands for registration of securities | item	3
Underwriting cash discount per unit | $ / shares	$ 0.35
Aggregate underwriter cash discount | $	$ 14,490,000
Over-allotment option
Period to exercise the over-allotment option	45 days
Additional units granted to underwriters to purchase | shares	14,490,000

DERIVATIVE LIABILITES (Details)

DERIVATIVE LIABILITES (Details) - USD ($)	3 Months Ended
	Dec. 31, 2020	Dec. 15, 2020
Class of Warrant or Right [Line Items]
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Class A Ordinary Shares
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	60 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days
Warrant exercise period condition two	1 year
Period of time within which registration statement is expected to become effective	60 days
Initial Public Offering. | Private Placement Warrants
Class of Warrant or Right [Line Items]
Proceeds from Issuance or Sale of Equity	$ 14,000,000
Initial Public Offering. | Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued	13,800,000
Private Placement | Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued	7,386,667	7,386,667

DERIVATIVE LIABILITES - Redempt

DERIVATIVE LIABILITES - Redemption of warrants (Details)	3 Months Ended
	Dec. 31, 2020D$ / shares
Class of Warrant or Right [Line Items]
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days for calculating Market Value | D	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	100.00%
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	$ 18
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price	10
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Warrant redemption condition minimum share price	$ 18
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.10
Redemption period	30 days
Warrant redemption condition minimum share price	$ 10

DERIVATIVE LIABILITES - Forward

DERIVATIVE LIABILITES - Forward Purchase Agreement (Details)	3 Months Ended
	Dec. 31, 2020USD ($)$ / sharesshares
Class of Warrant or Right [Line Items]
Forward purchase units	14,000,000
Forward Purchase Per Unit | $ / shares	$ 10
Forward purchase amount | $	$ 140,000,000
Class A Ordinary Shares
Class of Warrant or Right [Line Items]
Number of shares in a unit	1
Number of redeemable warrants	1

SHAREHOLDERS' DEFICIT - Preferr

SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2020	Dec. 15, 2020
SHAREHOLDERS' DEFICIT
Preferred shares, shares authorized	5,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0

SHAREHOLDERS' DEFICIT - Common

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	Nov. 24, 2020shares	Dec. 08, 2020shares	Dec. 31, 2020Vote$ / sharesshares	Dec. 15, 2020$ / shares	Dec. 10, 2020shares
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001
Automatic Conversion Upon Business Combination Ratio Percentage			20.00%
Founder Shares
Class of Stock [Line Items]
Common shares, shares outstanding (in shares)					10,350,000
Class A Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			500,000,000
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Common shares, votes per share | Vote			1
Common shares, shares issued (in shares)			5,763,241
Common shares, shares outstanding (in shares)			5,763,241
Class A Ordinary Shares Subject to Redemption
Class of Stock [Line Items]
Temporary equity, shares outstanding			35,636,759
Purchase price, per unit | $ / shares			$ 10
Class A Ordinary Shares Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			500,000,000
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001
Common shares, shares issued (in shares)			0
Common shares, shares outstanding (in shares)			0
Class B Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)			50,000,000
Common shares, par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Common shares, votes per share | Vote			1
Common shares, shares issued (in shares)			10,350,000
Common shares, shares outstanding (in shares)			10,350,000		1,725,000
Class B Ordinary Shares | Founder Shares | Sponsor
Class of Stock [Line Items]
Number of shares surrendered	2,875,000
Shares transferred		30,000

FAIR VALUE MEASUREMENTS - Recon

FAIR VALUE MEASUREMENTS - Reconciliation of derivative liabilities (Details)	3 Months Ended
	Dec. 31, 2020USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Public, Private Warrants	$ 33,919,120
Level 3 derivative liabilities End od period	40,532,280
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Public, Private Warrants	19,458,000
Change in fair value	1,932,000
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Public, Private Warrants	10,415,200
Change in fair value	1,034,130
Forward Purchase Agreement
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of Public, Private Warrants	4,045,920
Change in fair value	$ 3,647,030

FAIR VALUE MEASUREMENTS - Finan

FAIR VALUE MEASUREMENTS - Financial assets and liabilities (Details) - Recurring	Dec. 31, 2020USD ($)
Assets:
Investments held in Trust Account	$ 414,020,525
Liabilities:
Derivative liabilities	40,532,280
Level 1
Assets:
Investments held in Trust Account	414,020,525
Level 3
Liabilities:
Derivative liabilities	$ 40,532,280

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3	Dec. 31, 2020$ / shares	Sep. 15, 2020$ / shares
Share price.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	10.02	9.81
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	6	6
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	21	20.50
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0.50	0.51
Expected dividends
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	0	0

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2020	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public, Private Warrants		$ 33,919,120
Level 3 derivative liabilities End od period	$ 40,532,280	40,532,280
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of Public, Private Warrants	29,873,200
Change in fair value of derivative liabilities	10,659,080
Level 3 derivative liabilities End od period	$ 40,532,280	$ 40,532,280

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($)	Dec. 15, 2020	Dec. 31, 2020
Forward price		$ 10
Change in fair value of derivative liabilities		$ 10,659,080
Acquisition date fair value of the private placement warrants		33,919,120
Aggregate purchase price		11,080,000
Cash received in private placement in excess of initial fair value		(664,800)
Fair value assets level 1 to level 2 transfers		0
Fair value assets level 2 to level 1 transfers		0
Fair value assets transferred into (out of) level 3		0
Private Placement
Cash received in private placement in excess of initial fair value		664,800
Private Placement Warrants
Acquisition date fair value of the private placement warrants		10,415,200
Aggregate purchase price		11,080,000
Private Placement Warrants | Private Placement
Acquisition date fair value of the private placement warrants		10,415,200
Aggregate purchase price	$ 11,080,000	$ 11,080,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Sep. 13, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / shares	Dec. 15, 2020$ / sharesshares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001
Number of shares per warrant			1
Aggregate purchase price | $		$ 25,000
Class A Ordinary Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Class B Ordinary Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Subsequent Event | Public Warrants
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares per warrant	1
Exercise price of warrant | $ / shares	$ 11.50
Subsequent Event | Merger Agreement | Forge
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Threshold percentage of consideration payable in cash	15.00%
Threshold amount of consideration payable in cash | $	$ 100,000,000
Aggregate value of consideration transferred | $	$ 1,500,000,000
Number of shares issuable	140,000,000
Deemed value per share | $ / shares	$ 10
Subsequent Event | Merger Agreement | Public Warrants
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion ratio	1
Number of warrants converted to Domesticated Company Common Stock	1
Subsequent Event | Merger Agreement | Private Placement Warrants
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion ratio	1
Number of warrants converted to Domesticated Company Common Stock	1
Subsequent Event | Registration Rights Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Threshold number of days to file registration statement after Closing	30 days
Subsequent Event | Subscription Agreement | PIPE Investors
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued	6,850,000
Share price | $ / shares	$ 10
Aggregate purchase price | $	$ 68,500,000
Subsequent Event | Class A Ordinary Shares | Merger Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares converted to Domesticated Company Common Stock	1
Common shares, par value (in dollars per share) | $ / shares	$ 0.0001
Subsequent Event | Class B Ordinary Shares | Merger Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares converted to Domesticated Company Common Stock	1
Subsequent Event | Forward Purchase Units | Merger Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of warrants converted to Domesticated Company Common Stock	1
Subsequent Event | Forward Purchase Units | Merger Agreement | Public Warrants
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares in a unit converted to Domesticated Company Common Stock	0.33
Subsequent Event | Forward Purchase Units | Forward Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Unit price | $ / shares	$ 10
Number of maximum units can be sold to purchasers	5,000,000
Number of domestic company common shares per unit	1
Number of domestic company public warrants per unit	0.33
Number of maximum additional units can be sold to purchasers	9,000,000
Maximum amount of units that can be sold to purchasers | $	$ 14,000,000