Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Finance of America Companies Inc. |
Entity Central Index Key | 0001828937 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-3474065 |
Entity Address, Address Line One | 909 Lake Carolyn Parkway |
Entity Address, Address Line Two | Suite 1550 |
Entity Address, City or Town | Irving |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75039 |
City Area Code | 972 |
Local Phone Number | 865-8114 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | |||||||||
Cash | $ 482,585 | $ 849,909 | $ 974,317 | $ 1,261,642 | $ 1,492,046 | $ 1,589,795 | $ 1,618,729 | $ 1,784,487 | |
Prepaid expenses | 70,849 | 10,833 | 47,084 | 83,333 | 109,585 | 62,738 | 101,988 | 138,629 | |
Total current assets | 553,434 | 860,742 | 1,021,401 | 1,344,975 | 1,601,631 | 1,652,533 | 1,720,717 | 1,923,116 | |
Investments held in Trust Account | 293,322,399 | 293,315,407 | 293,255,540 | 293,168,737 | 293,182,905 | 292,054,158 | 290,822,448 | 289,260,594 | |
Total assets | 293,875,833 | 294,176,149 | 294,276,941 | 294,513,712 | 294,784,536 | 293,706,691 | 292,543,165 | 291,183,710 | |
Current liabilities: | |||||||||
Accounts payable | 9,920,729 | 916,939 | 371,225 | 26,078 | 161,682 | 86,595 | 82,220 | 2,600 | |
Accrued expenses | 607,100 | 779,411 | 414,571 | 25,000 | 50,000 | 8,860 | 170,269 | ||
Total current liabilities | 10,527,829 | 1,696,350 | 785,796 | 51,078 | 211,682 | 95,455 | 82,220 | 172,869 | |
Warrant liability | 25,408,750 | 35,351,250 | 21,096,250 | 19,990,000 | 13,053,750 | 18,817,500 | 16,671,250 | 15,720,000 | |
Deferred underwriting commissions | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | |
Total liabilities | 45,124,079 | 46,235,100 | 31,069,546 | 29,228,578 | 22,452,932 | 28,100,455 | 25,940,970 | 25,080,369 | |
Commitments and contingencies (Note 5) | |||||||||
Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at December 31, 2020 and 2019 | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | |
Shareholders' Equity: | |||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at December 31, 2020 and 2019 | 719 | 719 | 719 | 719 | 719 | 719 | 719 | 719 | |
Additional paid-incapital | 0 | 0 | |||||||
Accumulated deficit | (38,748,965) | (39,559,670) | (24,293,324) | (22,215,585) | (15,169,115) | (21,894,483) | (20,898,524) | (21,397,378) | |
Total shareholders' equity | (38,748,246) | (39,558,951) | (24,292,605) | (22,214,866) | (15,168,396) | (21,893,764) | (20,897,805) | (21,396,659) | $ 22,306 |
Total Liabilities and Shareholders' Equity | $ 293,875,833 | $ 294,176,149 | $ 294,276,941 | $ 294,513,712 | $ 294,784,536 | $ 293,706,691 | $ 292,543,165 | $ 291,183,710 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Apr. 08, 2019 |
Statement of Financial Position [Abstract] | |||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares subject to possible redemption | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preference shares, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |
Preference shares, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Preference shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |
Common stock, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||||||||||||
General and administrative expenses | $ 9,138,787 | $ 1,058,292 | $ 96,052 | $ 167,129 | $ 111,750 | $ 120,491 | $ 263,181 | $ 134,230 | $ 1,321,473 | $ 245,980 | $ 2,392,686 | $ 327,399 | |
Loss from operations | (9,138,787) | (1,058,292) | (96,052) | (167,129) | (111,750) | (120,491) | (263,181) | (134,230) | (1,321,473) | (245,980) | (2,392,686) | (327,399) | |
Issuance costs allocated to the public warrants | $ (648,239,000) | (648,239) | (648,239) | (648,239) | (648,239) | ||||||||
(Loss) gain on revaluation of warrant liability | 9,942,500 | (1,106,250) | (6,936,250) | 5,763,750 | (951,250) | 3,617,500 | (1,172,500) | 3,617,500 | (2,278,750) | 2,666,250 | (16,533,750) | 520,000 | |
Gain on marketable securities, dividends and interest held in Trust Account | 6,992 | 86,803 | (14,168) | 1,128,747 | 1,561,854 | 1,760,594 | 1,114,579 | 1,760,594 | 1,201,382 | 3,322,448 | 1,261,249 | 4,554,158 | |
Net (loss) income | $ 810,705 | $ (2,077,739) | $ (7,046,470) | $ 6,725,368 | $ 498,854 | $ 4,609,364 | $ (321,102) | $ 4,595,625 | $ (2,398,841) | $ 5,094,479 | $ (17,665,187) | $ 4,098,520 | |
Weighted average shares outstanding, basic and diluted | |||||||||||||
Basic and diluted weighted average shares outstanding of Public Shares | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |
Basic and diluted net loss (income) per share, Public Shares | $ 0.02 | $ (0.06) | $ (0.20) | $ 0.19 | $ 0.02 | $ 0.33 | $ 0 | $ 0.33 | $ (0.06) | $ 0.35 | $ (0.48) | $ 0.33 | |
Basic and diluted weighted average shares outstanding of Founder Shares | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |
Basic and diluted net (loss) income per share, Founder Shares | $ 0.02 | $ (0.06) | $ (0.20) | $ 0.16 | $ 0.03 | $ (0.67) | $ (0.04) | $ (0.67) | $ (0.10) | $ (0.70) | $ (0.53) | $ (0.76) |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | Previously Reported [Member] | Ordinary Shares | Ordinary SharesPreviously Reported [Member] | Additional Paid-In Capital | Accumulated Deficit |
Balance at beginning of period at Dec. 31, 2018 | $ 22,306 | $ 719 | $ 24,281 | $ (2,694) | ||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 7,187,500 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | 4,595,625 | $ 1,626,364 | ||||
Balance at end of period at Jun. 30, 2019 | (21,396,659) | 5,000,001 | ||||
Balance at beginning of period at Dec. 31, 2018 | 22,306 | $ 719 | 24,281 | (2,694) | ||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 7,187,500 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | 5,094,479 | 3,076,468 | ||||
Balance at end of period at Sep. 30, 2019 | (20,897,805) | 5,000,005 | ||||
Balance at beginning of period at Dec. 31, 2018 | 22,306 | $ 719 | 24,281 | (2,694) | ||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 7,187,500 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Proceeds from sale of private warrants in excess of fair value | 775,000 | 775,000 | ||||
Remeasurement of ordinary shares subject to possible redemption | (26,789,590) | $ (799,281) | (25,990,309) | |||
Net income (loss), as restated | 4,098,520 | 4,226,759 | 4,098,520 | |||
Balance at end of period at Dec. 31, 2019 | (21,893,764) | 5,000,006 | $ 719 | (21,894,483) | ||
Balance at end of period (in shares) at Dec. 31, 2019 | 7,817,500 | 7,187,500 | ||||
Balance at beginning of period at Jun. 30, 2019 | (21,396,659) | 5,000,001 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | 498,854 | 1,450,104 | ||||
Balance at end of period at Sep. 30, 2019 | (20,897,805) | 5,000,005 | ||||
Balance at beginning of period at Dec. 31, 2019 | (21,893,764) | 5,000,006 | $ 719 | (21,894,483) | ||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | 6,725,368 | 961,618 | 6,725,368 | |||
Balance at end of period at Mar. 31, 2020 | (15,168,396) | 5,000,004 | $ 719 | (15,169,115) | ||
Balance at end of period (in shares) at Mar. 31, 2020 | 7,817,500 | |||||
Balance at beginning of period at Dec. 31, 2019 | (21,893,764) | 5,000,006 | $ 719 | (21,894,483) | ||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 7,817,500 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | (321,102) | 851,398 | ||||
Balance at end of period at Jun. 30, 2020 | (22,214,866) | 5,000,004 | ||||
Balance at beginning of period at Dec. 31, 2019 | (21,893,764) | 5,000,006 | $ 719 | (21,894,483) | ||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 7,817,500 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | (2,398,841) | (120,091) | ||||
Balance at end of period at Sep. 30, 2020 | (24,292,605) | 5,000,005 | ||||
Balance at beginning of period at Dec. 31, 2019 | (21,893,764) | 5,000,006 | $ 719 | (21,894,483) | ||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 7,817,500 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | (17,665,187) | (1,131,437) | (17,665,187) | |||
Balance at end of period at Dec. 31, 2020 | (39,558,951) | 5,000,009 | $ 719 | (39,559,670) | ||
Balance at end of period (in shares) at Dec. 31, 2020 | 7,817,500 | 7,187,500 | ||||
Balance at beginning of period at Mar. 31, 2020 | (15,168,396) | 5,000,004 | $ 719 | (15,169,115) | ||
Balance at beginning of period (in shares) at Mar. 31, 2020 | 7,817,500 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | (7,046,470) | (110,220) | ||||
Balance at end of period at Jun. 30, 2020 | (22,214,866) | 5,000,004 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | (2,077,739) | (971,489) | ||||
Balance at end of period at Sep. 30, 2020 | (24,292,605) | 5,000,005 | ||||
Balance at beginning of period at Dec. 31, 2020 | (39,558,951) | $ 5,000,009 | $ 719 | (39,559,670) | ||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 7,817,500 | 7,187,500 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss), as restated | 810,705 | 810,705 | ||||
Balance at end of period at Mar. 31, 2021 | $ (38,748,246) | $ 719 | $ (38,748,965) | |||
Balance at end of period (in shares) at Mar. 31, 2021 | 7,817,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||
Net (loss) income | $ (810,705) | $ (6,725,368) | $ 4,595,625 | $ 5,094,479 | $ (17,665,187) | $ 4,098,520 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||
Gain on marketable securities, dividends and interest held in Trust Account | (6,992) | (1,128,747) | (1,760,594) | (3,322,448) | (1,261,249) | (4,554,158) |
Loss (gain) on revaluation of warrant liability | (9,942,500) | (5,763,750) | (3,617,500) | (2,666,250) | 16,533,750 | (520,000) |
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | (60,016) | 16,903 | (101,988) | 51,905 | (62,738) | |
Accounts payable | 9,003,790 | 11,337 | (138,629) | 79,620 | 830,344 | 83,995 |
Accrued expenses | (172,311) | 41,140 | 82,575 | (87,694) | 770,551 | 6,166 |
Net cash used in operating activities | (367,324) | (97,749) | (836,317) | (1,002,075) | (739,886) | (948,215) |
Cash Flows from Investing Activities: | ||||||
Cash deposited in Trust Account | (287,500,000) | (287,500,000) | (287,500,000) | |||
Net cash used in investing activities | (287,500,000) | (287,500,000) | (287,500,000) | |||
Cash Flows from Financing Activities: | ||||||
Proceeds from note payable to related party | 250,000 | 250,000 | 250,000 | |||
Repayment of note payable and advances from related party | (252,206) | (252,206) | (250,000) | |||
Proceeds received from initial public offering, gross | 287,500,000 | 287,500,000 | 287,500,000 | |||
Proceeds from private placement | 7,750,000 | 7,750,000 | 7,750,000 | |||
Offering costs paid | (5,151,990) | (5,151,990) | (5,236,990) | |||
Net cash provided by financing activities | 0 | 0 | 290,095,804 | 290,095,804 | 0 | 290,013,010 |
Net change in cash | (367,324) | (97,749) | 1,759,487 | 1,593,729 | (739,886) | 1,564,795 |
Cash - beginning of period | 849,909 | 1,589,795 | 25,000 | 25,000 | 1,589,795 | 25,000 |
Cash - end of period | 482,585 | 1,492,046 | 1,784,487 | 1,618,729 | 849,909 | 1,589,795 |
Supplemental disclosure of noncash activities: | ||||||
Offering costs included in accounts payable | 2,600 | 2,600 | 2,600 | |||
Prepaid expenses included in accounts payable | 63,750 | |||||
Remeasurement of ordinary shares subject to possible redemption | 26,789,590 | 26,789,590 | 26,789,590 | |||
Deferred underwriting commissions | $ 9,187,500 | $ 9,187,500 | $ 9,187,500 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Replay Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on November 6, 2018. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular business, industry or geographical location for purposes of consummating a Business Combination, the Company intends to focus its search for a target in Argentina and/or Brazil focused on industries that the Company believes have favorable prospects and a high likelihood of generating strong risk-adjusted returns for its shareholders. These industries include, but are not limited to, the consumer, telecommunications and technology, energy, financial services and real estate sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity for the period from November 6, 2018 (inception) through March 31, 2021 relates to the Company’s formation, the Company’s initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a potential target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Replay Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. The registration statement for the Company’s Initial Public Offering was declared effective on April 3, 2019. On April 8, 2019, the Company consummated its Initial Public Offering of 28,750,000 units (“Units”), including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $15.0 million, inclusive of approximately $9.2 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,750,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $7.75 million (Note 4). On August 15, 2019, the Company received a written notice (the “Notice”) from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that the Company was not then in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Manual”), which requires the Company to maintain a minimum of 300 public shareholders on a continuous basis. Pursuant to the Notice, the Company was subject to the procedures set forth in Sections 801 and 802 of the Manual. The Company submitted a business plan that demonstrated how the Company expected to return to compliance with the minimum public shareholders requirement within 18 months of receipt of the Notice. On October 24, 2019, the Company was notified by the staff of NYSE Regulation that the NYSE’s Listings Operations Committee agreed to accept the Company’s business plan, and the Company was subject to quarterly monitoring for compliance with such plan. On November 5, 2020, the Company was notified by the staff of NYSE Regulation that the Company is a “company back in compliance” with Section 802.10B of the Manual. The Company’s ordinary shares, warrants and Units, which trade under the symbols “RPLA,” “RPLA WS” and “RPLA.U,” respectively, will continue to be listed and traded on the NYSE and will no longer bear the indicator “.BC” on the consolidated tape to indicate noncompliance with the NYSE’s continued listing standards. Trust Account Upon the closing of the Initial Public Offering and Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders (the “Public Shareholders”) of its ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share Distinguishing Liabilities from Equity non-public Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or April 8, 2021, (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial If the Company is unable to complete a Business Combination within the Combination Period, the Company will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but no more than 10 business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) 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 below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), 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. Proposed Business Combination On October 12, 2020, the Company; Finance of America Equity Capital LLC, a Delaware limited liability company (“FoA”),; Finance of America Companies Inc., a Delaware corporation and wholly owned subsidiary of the Company (“New Pubco”); RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (“Replay Merger Sub”); RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (“Blocker Merger Sub”); Blackstone Tactical Opportunities Fund (Urban Feeder) – NQ L.P., a Delaware limited partnership (“Blocker”); Blackstone Tactical Opportunities Associates – NQ L.L.C., a Delaware limited liability company; BTO Urban Holdings L.L.C., a Delaware limited liability company (“BTO Urban”), Blackstone Family Tactical Opportunities Investment Partnership – NQ – ESC L.P., a Delaware limited partnership (“ESC”), Libman Family Holdings LLC, a Connecticut limited liability company (“Family Holdings”), The Mortgage Opportunity Group LLC, a Connecticut limited liability company(“TMO”), L and TF, LLC, a North Carolina limited liability company (“L&TF”), UFG Management Holdings LLC, a Delaware limited liability company (“Management Holdings”), and Joe Cayre (each of BTO Urban, ESC, Family Holdings, TMO, L&TF, Management Holdings and Joe Cayre, a “Seller” and, collectively, the “Sellers”); and BTO Urban and Family Holdings, solely in their joint capacity as the representative of the Sellers pursuant to Section 12.18 of the Transaction Agreement (as defined below) (the “Seller Representative”), entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which the Company agreed to combine with FoA in a series of transactions (collectively, the “Proposed Business Combination”) that will result in New Pubco becoming a publicly-traded company on the New York Stock Exchange (“NYSE”) and controlling FoA in an “UP-C” Going Concern Consideration As of March 31, 2021, the Company had approximately $480,000 outside of the Trust Account and working capital deficit of approximately $18.7 million. Through March 31, 2021, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $250,000 in note payable to the Sponsor and approximately $2,000 of general and administrative expenses paid by a related party on behalf of the Company. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds from the consummation of the Private Placement not held in the Trust Account of $2.0 million. The Company fully repaid the note and the advances to the Sponsor and the related party in May 2019. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 4). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company has no borrowings under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Replay Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on November 6, 2018. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. On October 12, 2020, the Company; Finance of America Equity Capital LLC, a Delaware limited liability company (“FoA”); Finance of America Companies Inc., a Delaware corporation and wholly owned subsidiary of the Company (“New Pubco”); RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (“Replay Merger Sub”); RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (“Blocker Merger Sub”); Blackstone Tactical Opportunities Fund (Urban Feeder) – NQ L.P., a Delaware limited partnership (“Blocker”); Blackstone Tactical Opportunities Associates – NQ L.L.C., a Delaware limited liability company (“Blocker GP”); BTO Urban Holdings L.L.C., a Delaware limited liability company (“BTO Urban”), Blackstone Family Tactical Opportunities Investment Partnership – NQ – ESC L.P., a Delaware limited partnership (“ESC”), Libman Family Holdings LLC, a Connecticut limited liability company (“Family Holdings”), The Mortgage Opportunity Group LLC, a Connecticut limited liability company (“TMO”), L and TF, LLC, a North Carolina limited liability company (“L&TF”), UFG Management Holdings LLC, a Delaware limited liability company (“Management Holdings”), and Joe Cayre (each of BTO Urban, ESC, Family Holdings, TMO, L&TF, Management Holdings and Joe Cayre, a “Seller” and, collectively, the “Sellers”); and BTO Urban and Family Holdings, solely in their joint capacity as the representative of the Sellers pursuant to Section 12.18 of the Transaction Agreement (as defined below) (the “Seller Representative”), entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which the Company agreed to combine with FoA in a series of transactions (collectively, the “Proposed Business Combination”) that will result in New Pubco becoming a publicly-traded company on the New York Stock Exchange (“NYSE”) and controlling FoA in an “UP-C” As of December 31, 2020, the Company had not commenced any operations. All activity for the period from November 6, 2018 (inception) through December 31, 2020 relates to the Company’s formation, the Company’s initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a potential target including the costs incurred in connection with the Proposed Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating Sponsor and Initial Public Offering The Company’s sponsor is Replay Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. The registration statement for the Company’s Initial Public Offering was declared effective on April 3, 2019. On April 8, 2019, the Company consummated its Initial Public Offering of 28,750,000 units (“Units”), including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $15.0 million, inclusive of approximately $9.2 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,750,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $7.75 million (Note 4). NYSE Notice On August 15, 2019, we received a written notice (the “Notice”) from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that the Company was not then in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Manual”), which requires us to maintain a minimum of 300 public shareholders on a continuous basis. Pursuant to the Notice, the Company was subject to the procedures set forth in Sections 801 and 802 of the Manual. The Company submitted a business plan that demonstrated how the Company expected to return to compliance with the minimum public shareholders requirement within 18 months of receipt of the Notice. On October 24, 2019, we were notified by the staff of NYSE Regulation that the NYSE’s Listings Operations Committee agreed to accept our business plan, and the Company was subject to quarterly monitoring for compliance with such plan. On November 5, 2020, we were notified by the staff of NYSE Regulation that we are a “company back in compliance” with Section 802.01B of the Manual. Our ordinary shares, warrants and Units, which trade under the symbols “RPLA,” “RPLA WS” and “RPLA.U,” respectively, continue to be listed and traded on the NYSE and no longer bear the indicator “.BC” on the consolidated tape to indicate noncompliance with the NYSE’s continued listing standards. Trust Account Upon the closing of the Initial Public Offering and Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders (the “Public Shareholders”) of its ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share Distinguishing Liabilities from Equity non-public Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or April 8, 2021, (or such later date as may be approved by the Company’s shareholders in accordance with the Amended and Restated Memorandum and Articles of Association)(the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial If the Company is unable to complete a Business Combination within the Combination Period, the Company will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but no more than 10 business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) 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 below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), 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. Proposed Business Combination and Related Transactions On October 12, 2020, the Company, FoA, New Pubco, Replay Merger Sub, Blocker Merger Sub, Blocker, Blocker GP, the Sellers and BTO Urban and Family Holdings, solely in their joint capacity as the Seller Representative, entered into the Transaction Agreement, pursuant to which the Company agreed to combine with FoA in the Proposed Business Combination that will result in New Pubco becoming a publicly-traded company on the NYSE and controlling FoA in an “UP-C” The Proposed Business Combination encompasses a series of transactions to effect an “UP-C” As a result of the Proposed Business Combination, among other things: (A) New Pubco will indirectly hold (through the Company and Blocker) FoA Units and will have the sole and exclusive right to appoint the board of managers of FoA; (B) the Sellers will hold (i) FoA Units that are exchangeable on a one-for-one The consummation of the Proposed Business Combination is subject to a number of conditions set forth in the Transaction Agreement including, among others, receipt of the requisite approval of the Company’s shareholders, satisfaction of the minimum cash requirements provided in the Transaction Agreement, the termination or expiration of all required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the execution of the various related transaction agreements. On November 4, 2020, the request for early termination of the waiting period under the HSR Act with respect to the Proposed Business Combination was granted by the Federal Trade Commission. Concurrently with the execution of the Transaction Agreement, (i) the Company entered into subscription agreements with various investors, including an affiliate of the Sponsor, pursuant to which such investors agreed to purchase ordinary shares (which ordinary shares will be converted into Replay LLC Units pursuant to the Domestication and then will be converted into the right to receive shares of Class A Common Stock pursuant to the Replay Merger) (each such subscription agreement, a “Replay PIPE Agreement”), and (ii) New Pubco entered into subscription agreements with certain funds affiliated with The Blackstone Group Inc. and Brian L. Libman and certain entities controlled by him (collectively, the “Principal Stockholders”, and together with the investors party to the Replay PIPE Agreements, the “PIPE Investors”) pursuant to which the Principal Stockholders agreed to purchase shares of Class A Common Stock (together with the ordinary shares being purchased pursuant to the Replay PIPE Agreements, the “PIPE Shares”). In the aggregate, the PIPE Investors have committed to purchase $250.0 million of PIPE Shares, at a purchase price of $10.00 per PIPE Share, including $10.0 million of PIPE Shares to be purchased by an affiliate of the Sponsor. 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”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Going Concern Consideration As of December 31, 2020, the Company had approximately $850,000 outside of the Trust Account and a working deficit of approximately $836,000. Through December 31, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $250,000 in note payable to the Sponsor and approximately $2,000 of general and administrative expenses paid by a related party on behalf of the Company. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds from the consummation of the Private Placement not held in the Trust Account of $2.0 million. The Company fully repaid the note and the advances to the Sponsor and the related party in May 2019. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 4). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company has no borrowings under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs until the consummation of the Proposed Business Combination. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, Restatement of Previously Issued Financial Statements The Company has restated its financial statements as of December 31, 2020 and 2019, for the years ended December 31, 2020 and December 31, 2019, as well as the unaudited financial statements for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020 and 2019 and the three and nine month periods ended September 30, 2020 and 2019, to correct misstatements in those prior periods primarily related to misstatements identified in improperly applying accounting guidance for warrants, recognizing them as equity instead of a warrant liability, under the guidance of ASC 815-40, Contracts in Entity’s Own Equity See Note 8 - Restatement of Previously Issued Financial Statements for additional information regarding the errors identified and the restatement adjustments made to the financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included on Form 10-K/A filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on May 17, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s unaudited financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited 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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in the Trust Account consists entirely of U.S. government securities with an original maturity of 180 days or less. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account are 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 180 days or less, classified as trading securities. Trading securities are presented on the Balance Sheets 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, dividends and interest held in the Trust Account in the accompanying Statements of Operations. The fair value for trading securities is determined using quoted market prices in active markets. Warrant Liability The Company accounts for warrants for the Company’s ordinary shares as liabilities at fair value on the Balance Sheets because the warrants do not meet the criteria for classification within equity. Offering costs were allocated to the Ordinary Shares and Public Warrants and the amounts allocated to the Public Warrants were expensed immediately. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Warrants. At that time, the portion of the warrant liability related to the Warrants will be reclassified to additional paid-in capital. Fair Value Measurements ASC 820, Fair Value Measurement 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. As of March 31, 2021 and December 31, 2020, the recorded values of cash, prepaid expenses, accrued expenses and accounts payable approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Offering Costs Associated with the Initial Public Offering Offering costs incurred in connection with preparation of the Initial Public Offering, of approximately $15.1 million, consisted principally of underwriter discounts of $14.4 million (including $9.2 million of which payment is deferred) and approximately $638,000 of professional, printing, filing, regulatory and other costs. These expenses, together with the underwriting discounts and commissions, were allocated to the ordinary shares and the public warrants. Amounts allocated to the ordinary shares were recognized as a reduction to the ordinary shares carrying value and the amounts allocated to the public warrants were expensed immediately. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s Balance Sheets. The ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC 480. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the Ordinary Shares is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the Ordinary Shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as if the end of the first reporting period after the IPO, June 30, 2019, was the redemption date. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share For the three months ended March 31, 2021, basic and diluted net income per share of Public Shares, were calculated by dividing 80% of the total income allocable to all shares of approximately $800,000, by the weighted average number of 28,750,000 Public Shares outstanding for the period. For the three months ended March 31, 2021, basic and diluted net loss per share of Founder Shares were calculated by dividing 20% of the total income allocable to all shares of approximately $800,000, by the weighted average number of 7,187,500 Founder Shares outstanding for the period. For the three months ended March 31, 2020, basic and diluted net income per share of Public Shares, were calculated by dividing 80% of the total income allocable to all shares of approximately $5.6 million, by the weighted average number of 28,750,000 Public Shares outstanding for the period. For the three months ended March 31, 2020, basic and diluted net income per share of Founder Shares were calculated by dividing 20% of the total income allocable to all shares of approximately $5.6 million, by the weighted average number of 7,187,500 Founder Shares outstanding for the period. At March 31, 2021 and March 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Income Taxes FASB ASC 740, Income Taxes There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited financial statements. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S. government securities with an original maturity of 180 days or less. 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. Investments Held in Trust Account The Company’s portfolio of investments held in Trust Account are 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 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets 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 statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Warrant Liability The Company accounts for warrants for the Company’s ordinary shares as liabilities at fair value on the Balance Sheets because the warrants do not meet the criteria for classification within equity. Offering costs were allocated to the Ordinary Shares and Public Warrants, and the amounts allocated to the Public Warrants were expensed immediately. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Warrants. At that time, the portion of the warrant liability related to the Warrants will be reclassified to additional paid-in capital. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices 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. ASC 825, Financial Instruments, requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of December 31, 2020, and 2019, the recorded values of cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the 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. Accordingly, the actual results could differ significantly from those estimates. Offering Costs 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 and that were charged to shareholders equity upon the completion of the Initial Public Offering. Offering costs were allocated to the ordinary shares and the public warrants based on the relative fair value of the Warrants compared to the ordinary shares. The amounts allocated to the shares were recognized as a reduction to the carrying value of the shares, and the amounts allocated to the public warrants were immediately recognized as an expense. Ordinary Shares Subject to Possible Redemption Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. At December 31, 2019, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480. Under such guidance the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the Ordinary Shares is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the Ordinary shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as if the end of the first reporting period after the IPO, June 30 2019, were the redemption date. Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per public share and income (loss) per founder share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the public and founder shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any Remeasurement of the ordinary shares subject to possible redemption and was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the company split the amount to be allocated using a ratio of 80% for the public shares and 20% for the founder shares, reflective of the respective participation rights. For the year ended December 31, 2020, basic and diluted net loss per share of Public Shares, were calculated by dividing 80% of the total loss allocable to all shares of approximately $18.9 million, by the weighted average number of 28,750,000 Public Shares outstanding for the period. For the year ended December 31, 2020, basic and diluted net loss per share of Founder Shares were calculated by dividing 20% of the total loss allocable to all shares of approximately $18.9 million, by the weighted average number of 7,187,500 Founder Shares outstanding for the period. For the year ended December 31, 2019, basic and diluted net loss per share of Public Shares, were calculated by dividing 80% of the total loss allocable to all shares of approximately $27.2 million, plus the remeasurement of the ordinary shares subject to possible redemption of approximately $31.3 million, by the weighted average number of 28,750,000 Public Shares outstanding for the period. For the year ended December 31, 2019, basic and diluted net loss per share of Founder Shares were calculated by dividing 20% of the total loss allocable to all shares of approximately $27.2 million, by the weighted average number of 7,187,500 Founder Shares outstanding for the period. At December 31, 2020 and December 31, 2019, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020, and 2019. 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 at December 31, 2020, and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Public Offering [Abstract] | ||
Initial Public Offering | Note 3—Initial Public Offering On April 8, 2019, the Company sold 28,750,000 Units, including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at a purchase price of $10.00 per Unit in the Initial Public Offering. Of these, an aggregate of 2,500,000 Units in the Initial Public Offering (“Affiliate Units”) were purchased by certain affiliates of the Sponsor for gross proceeds of $25.0 million. Each Unit consists of one ordinary share and one-half | NOTE 3. INITIAL PUBLIC OFFERING On April 8, 2019, the Company sold 28,750,000 Units, including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at a purchase price of $10.00 per Unit in the Initial Public Offering. Of these, an aggregate of 2,500,000 Units in the Initial Public Offering (“Affiliate Units”) were purchased by certain affiliates of the Sponsor for gross proceeds of $25.0 million. Each Unit consists of one ordinary share and one-half |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4—Related Party Transactions Founder Shares and Private Placement Warrants In December 2018, the Sponsor purchased 7,187,500 ordinary shares, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. In March 2019, the Sponsor transferred to the Company’s independent directors an aggregate of 90,000 Founder Shares for an aggregate purchase price of $313. The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On April 5, 2019, the underwriters fully exercised their over-allotment option which closed simultaneously with the Initial Public Offering; thus, the 937,500 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Simultaneously with the closing of the Initial Public Offering on April 8, 2019, the Company sold 7,750,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7.75 million. Each Private Placement Warrant is exercisable for one ordinary share at a price of $11.50 per share. The Private Placement Warrants have been accounted for as liabilities, with an initial fair value of $6,975,000. The difference between the proceeds received and the fair value was recognized as a capital contribution in additional paid-in capital on the Statements of Changes in Shareholders’ Equity. A portion of the net proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Contemporaneously with the execution of the Transaction Agreement, the initial shareholders entered into an amendment and restatement of the existing Sponsor Agreement (as amended and restated, the “Sponsor Agreement”) with New Pubco, the Company and FoA, pursuant to which, among other things, (i) immediately prior to the Domestication (as defined below), all of the Private Placement Warrants owned by the Sponsor will be exchanged for ordinary shares and (ii) excluding the Founder Shares held by the Company’s independent directors (unless transferred to any other initial shareholder or permitted transferee thereof), 40% of the Founder Shares held by the Sponsor will be vested and wholly owned by the Sponsor as of the closing of the Proposed Business Combination and 60% of the Founder Shares held by the Sponsor will be subject to vesting and forfeiture in accordance with certain terms and conditions. See Note 8. Pursuant to the Sponsor Agreement, the initial shareholders have agreed to (i) vote or cause to be voted at the general meeting all of their Founder Shares and all other equity securities that they hold in the Company in favor of each proposal in connection with the Proposed Business Combination and the Transaction Agreement and any other matters reasonably necessary for consummation of the Proposed Business Combination, (ii) use reasonable best efforts to cause to be done all reasonably necessary, proper or advisable actions to consummate the Proposed Business Combination, (iii) waive all redemption rights and certain other rights in connection with the Proposed Business Combination and (iv) be bound by the same exclusivity obligations that bind the purchaser-side parties in the Transaction Agreement. PIPE Agreements Concurrently with the execution of the Transaction Agreement, the Company entered into the Replay PIPE Agreements (as defined below) with various investors, including an affiliate of the Sponsor, pursuant to which such investors agreed to purchase ordinary shares (which ordinary shares will be converted into Replay LLC Units pursuant to the Domestication and then will be converted into the right to receive shares of Class A Common Stock pursuant to the Replay Merger (as defined below)). In the aggregate, the PIPE Investors (as defined below) have committed to purchase $250.0 million of PIPE Shares (as defined below), at a purchase price of $10.00 per PIPE Share, including $10.0 million of PIPE Shares to be purchased by an affiliate of the Sponsor. Related Party Loans On December 1, 2018, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition to the Note, the Company borrowed approximately $2,000 from a related party for general and administrative expenses. The Company repaid this amount on May 7, 2019. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, 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 $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Reimbursement The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket out-of-pocket | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares In December 2018, the Sponsor purchased 7,187,500 ordinary shares, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. In March 2019, the Sponsor transferred to the Company’s independent directors an aggregate of 90,000 Founder Shares for an aggregate purchase price of $313. The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On April 5, 2019, the underwriters fully exercised their over-allotment option which closed simultaneously with the Initial Public Offering; thus, the 937,500 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering on April 8, 2019, the Company sold 7,750,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7.75 million. Each Private Placement Warrant is exercisable for one ordinary share at a price of $11.50 per share. The Private Placement Warrants have been accounted for as liabilities, with an initial fair value of $6.98 million. The difference between the proceeds received and the fair value was recognized as a capital contribution in additional paid-in capital on the Statements of Changes in Shareholders’ Equity. A portion of the net proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Contemporaneously with the execution of the Transaction Agreement, the initial shareholders entered into an amendment and restatement of the existing Sponsor Agreement (as amended and restated, the “Sponsor Agreement”) with New Pubco, the Company and FoA, pursuant to which, among other things, (i) immediately prior to the Domestication (as defined below), all of the Private Placement Warrants owned by the Sponsor will be exchanged for ordinary shares and (ii) excluding the Founder Shares held by the Company’s independent directors (unless transferred to any other initial shareholder or permitted transferee thereof), 40% of the Founder Shares held by the Sponsor will be vested and wholly owned by the Sponsor as of the closing of the Proposed Business Combination and 60% of the Founder Shares held by the Sponsor will be subject to vesting and forfeiture in accordance with certain terms and conditions. Pursuant to the Sponsor Agreement, the initial shareholders have agreed to (i) vote or cause to be voted at the general meeting all of their Founder Shares and all other equity securities that they hold in the Company in favor of each proposal in connection with the Proposed Business Combination and the Transaction Agreement and any other matters reasonably necessary for consummation of the Proposed Business Combination, (ii) use reasonable best efforts to cause to be done all reasonably necessary, proper or advisable actions to consummate the Proposed Business Combination, (iii) waive all redemption rights and certain other rights in connection with the Proposed Business Combination and (iv) be bound by the same exclusivity obligations that bind the purchaser-side parties in the Transaction Agreement. PIPE Agreements Concurrently with the execution of the Transaction Agreement, the Company entered into the Replay PIPE Agreements (as defined below) with various investors, including an affiliate of the Sponsor, pursuant to which such investors agreed to purchase ordinary shares (which ordinary shares will be converted into Replay LLC Units pursuant to the Domestication and then will be converted into the right to receive shares of Class A Common Stock pursuant to the Replay Merger (as defined below)). In the aggregate, the PIPE Investors (as defined below) have committed to purchase $250.0 million of PIPE Shares (as defined below), at a purchase price of $10.00 per PIPE Share, including $10.0 million of PIPE Shares to be purchased by an affiliate of the Sponsor. Related Party Loans On December 1, 2018, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition to the Note, the Company borrowed approximately $2,000 from a related party for general and administrative expenses. The Company repaid this amount on May 7, 2019. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, 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 $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans. Reimbursement The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any ordinary shares underlying such securities, are entitled to registration rights pursuant to a Registration Rights Agreement entered into on April 3, 2019. These holders will be entitled to certain demand and “piggyback” registration rights. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day Except on the Affiliate Units, the underwriters were entitled to an underwriting discount of $0.20 per Unit, or $5.25 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $9.19 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | NOTE 5. COMMITMENTS & CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any ordinary shares underlying such securities, are entitled to registration rights pursuant to a Registration Rights Agreement entered into on April 3, 2019. These holders will be entitled to certain demand and “piggyback” registration rights. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day Except on the Affiliate Units, the underwriters were entitled to an underwriting discount of $0.20 per Unit, or $5.25 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $9.19 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Shareholders' Equity | Note 6—Shareholders’ Equity Ordinary Shares Preference Shares Warrants The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 ordinary shares issuable upon 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 non-redeemable The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish 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 warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle the warrant shares. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The Company record a derivative liability upon the issuance of the warrants. Accordingly, the Company classifed each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. The warrant liability is subject to re measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s Statements of Operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. | NOTE 6. SHAREHOLDERS’ EQUITY Ordinary Shares Preference Shares Warrants The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 ordinary shares issuable upon 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 non-redeemable The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish 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 warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle the warrant shares. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Company accounts for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. The warrant liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s Statements of Operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 7—Fair Value Measurements The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: March 31, 2021 Description Quoted Prices Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 293,322,399 $ — $ — Liabilities: Warrants $ — $ 25,408,750 $ — December 31, 2020 Description Quoted Prices Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 293,315,407 $ — $ — Liabilities: Warrants $ — $ 35,351,250 $ — The Company has determined that the Warrants are subject to treatment as a Liability. As the transfer of the Private Placement Warrants to anyone other than the purchasers or their permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants issued in the Offering, the Company has determined that the fair value of each Warrant issued as part of the Private Placement Warrants is the same as that of a Warrant issued in the Offering, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Warrants are classified as Level 2 financial instruments. | NOTE 7. FAIR VALUE MEASUREMENTS The following tables presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. The Company has determined that the Warrants are subject to treatment as a liability. As the transfer of the Private Placement Warrants to anyone other than the purchasers or their permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants issued in the Offering, the Company has determined that the fair value of each Warrant issued as part of the Private Placement Warrants is the same as that of a Warrant issued in the Offering, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Warrants are classified as Level 2 financial instruments. December 31, 2020 Description Quoted Prices in Active (Level 1) Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 293,315,407 $ — $ — Liabilities: Warrants $ — $ 35,351,250 $ — December 31, 2019 Description Quoted Prices in Active (Level 1) Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 292,054,158 $ — $ — Liabilities: Warrants $ — $ 18,817,500 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the years ended December 31, 2020 and 2019. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 8—Subsequent Events In accordance with ASC Topic 855, Subsequent Events, On October 12, 2020, the Company, FoA, New Pubco, Replay Merger Sub, Blocker Merger Sub, Blocker, Blocker GP, the Sellers and BTO Urban and Family Holdings, solely in their joint capacity as the Seller Representative, entered into the Transaction Agreement, pursuant to which the Company agreed to combine with FoA in the Proposed Business Combination that will result in New Pubco becoming a publicly-traded company on the NYSE and controlling FoA in an “UP-C” structure. The Proposed Business Combination encompasses a series of transactions to effect an “UP-C” structure, pursuant to which, among other things: (i) the Company will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as Replay Acquisition LLC a limited liability company formed under the laws of the State of Delaware (the “Domestication”). On April 1, the Company consummated the Proposed Business Combination with New Pubco resulting in the Domestication, whereby the Company became a wholly owned consolidated subsidiary of New Pubco. The Business Combination will be accounted for using the acquisition method with New Pubco as the accounting acquirer. Under the acquisition method of accounting, the Company’s assets and liabilities will be recorded at carrying value and the assets and liabilities associated with FoA will be recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of FoA’s net assets acquired, if applicable, will be recognized as goodwill. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC Topic 810, Consolidation (“ASC 810”) Additional disclosures required by ASC 805, Business Combinations | NOTE 9. SUBSEQUENT EVENTS In accordance with ASC Topic 855, Subsequent Events On October 12, 2020, the Company, FoA, New Pubco, Replay Merger Sub, Blocker Merger Sub, Blocker, Blocker GP, the Sellers and BTO Urban and Family Holdings, solely in their joint capacity as the Seller Representative, entered into the Transaction Agreement, pursuant to which the Company agreed to combine with FoA in the Proposed Business Combination that will result in New Pubco becoming a publicly-traded company on the NYSE and controlling FoA in an “UP-C” structure. The Proposed Business Combination encompasses a series of transactions to effect an “UP-C” structure, pursuant to which, among other things: (i) the Company will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as Finance of America Companies, Inc. a limited liability company formed under the laws of the State of Delaware (the “Domestication”). On April 1, the Company consummated the Proposed Business Combination with New Pubco resulting in the Domestication, whereby the Company became a wholly owned consolidated subsidiary of New Pubco. The Business Combination will be accounted for using the acquisition method with New Pubco as the accounting acquirer. Under the acquisition method of accounting, the Company’s assets and liabilities will be recorded at carrying value and the assets and liabilities associated with FoA will be recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of FoA’s net assets acquired, if applicable, was recognized as goodwill. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC Topic 810, Consolidation Additional disclosures required by ASC 805, Business Combinations |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 8. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Staff of the Securities and Exchange Commission issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The errors that caused the Company to conclude that its financial statements should be restated are the result of a misapplication of the guidance on accounting for its issued warrants, which came to light when the SEC issued the SEC Statement. The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its initial public offering on April 8, 2019. Based on ASC 815-40, Contracts on an Entity’s Own Equity The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate (i) the Company’s previously issued audited financial statements as of December 31, 2020 and December 31, 2019, as previously reported in its Form 10-K 815-40 In addition, management has identified errors made in the historical financial statements related to its shareholders’ equity where, on the date of issuance of the units, Replay improperly allocated the net proceeds among the ordinary shares subject to possible redemption and public warrants. Additionally, due to the redemption features tied to the ordinary shares subject to possible redemption, such shares will be redeemed or become redeemable. As a result, Replay should have remeasured the ordinary shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as of the end of the first reporting period after the IPO (June 30, 2019) were the redemption date. Management also noted a reclassifications error related to temporary equity and permanent equity. The following presents the restated financial statements as of December 31, 2020 and 2019, as well as the statements for the three month period ended March 30, 2020, the three and six month periods ended June 30, 2020 and 2019 and the three and nine month periods ended September 30, 2020 and 2019. The following presents a reconciliation of the Balance Sheets, Statements of Operations, and Statements of Cash Flows from the prior periods as previously reported to the restated amounts as of December 31, 2020 and 2019. The Statements of Shareholders’ Equity for the years ended December 31, 2020 and 2019 have been restated, for the restatement impact to net (loss) income and common stock subject to possible redemption. See the Statement of Operations reconciliation tables below for additional information on the restatement adjustments and impact to net (loss) income. December 31, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 849,909 $ — $ 849,909 Prepaid expenses 10,833 — 10,833 Total current assets 860,742 — 860,742 Investments held in Trust Account 293,315,407 — 293,315,407 Total assets 294,176,149 — 294,176,149 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 916,939 — 916,939 Accrued expenses 779,411 — 779,411 Total current liabilities 1,696,350 — 1,696,350 Warrant liability — 35,351,250 (a) 35,351,250 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 10,883,850 35,351,250 46,235,100 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at December 31, 2020 278,292,290 9,207,710 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at December 31, 2020 811 (92 )(a) 719 Additional paid-in 1,906,570 (1,906,570 )(a) — Retained earnings / (Accumulated deficit) 3,092,628 (42,652,298 )(a) (39,559,670 ) Total shareholders’ equity 5,000,009 (44,558,960 ) (39,558,951 ) Total Liabilities and Shareholders’ Equity $ 294,176,149 $ — $ 294,176,149 December 31, 2019 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,589,795 $ — $ 1,589,795 Prepaid expenses 62,738 — 62,738 Total current assets 1,652,533 — 1,652,533 Investments held in Trust Account 292,054,158 — 292,054,158 Total assets 293,706,691 — 293,706,691 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 86,595 — 86,595 Accrued expenses 8,860 — 8,860 Total current liabilities 95,455 — 95,455 Warrant liability — 18,817,500 (a) 18,817,500 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,282,955 18,817,500 28,100,455 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at December 31, 2019 279,423,730 8,076,270 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 and shares subject to possible redemption) at December 31, 2019 800 (81 )(a) 719 Additional paid-in 775,141 (775,141 )(a) — Retained earnings / (Accumulated deficit) 4,224,065 (26,118,548 )(a) (21,894,483 ) Total shareholders’ equity 5,000,006 (26,893,770 ) (21,893,764 ) Total Liabilities and Shareholders’ Equity $ 293,706,691 $ — $ 293,706,691 For the year ended December 31, 2020 As Reported Restatement As Restated General and administrative expenses $ 2,392,686 $ — $ 2,392,686 Loss from operations (2,392,686 ) — (2,392,686 ) Loss on revaluation of warrant liability — (16,533,750 )(a) (16,533,750 ) Gain on marketable securities, dividends and interest held in Trust Account 1,261,249 — 1,261,249 Net loss $ (1,131,437 ) $ (16,533,750 ) $ (17,665,187 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.04 $ (0.52 )(a) $ (0.48 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.33 ) $ (0.20 )(a) $ (0.53 ) For the year ended December 31, 2019 As Reported Restatement As Restated General and administrative expenses $ 327,399 $ — $ 327,399 Loss from operations (327,399 ) — (327,399 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 520,000 (a) 520,000 Gain on marketable securities, dividends and interest held in Trust Account 4,554,158 — 4,554,158 Net income $ 4,226,759 $ (128,239 ) $ 4,098,520 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.16 $ 0.17 (a) $ 0.33 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.05 ) $ (0.71 )(a) $ (0.76 ) For the year ended December 31, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net loss $ (1,131,437 ) $ (16,533,750 )(a) $ (17,665,187 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,261,249 ) — (1,261,249 ) Loss on revaluation of warrant liability — 16,533,750 (a) 16,533,750 Changes in operating assets and liabilities: Prepaid expenses 51,905 — 51,905 Accounts payable 830,344 — 830,344 Accrued expenses 770,551 — 770,551 Net cash used in operating activities (739,886 ) — (739,886 ) Net change in cash (739,886 ) — (739,886 ) Cash - beginning of year 1,589,795 — 1,589,795 Cash - end of year $ 849,909 $ — $ 849,909 Supplemental disclosure of noncash activities: Change in value of ordinary share subject to possible redemption $ (1,131,440 ) $ 1,131,440 (a) $ — For the year ended December 31, 2019 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 4,226,759 $ (128,239 )(a) $ 4,098,520 Adjustments to reconcile net income to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (4,554,158 ) — (4,554,158 ) Gain on revaluation of warrant liability — (520,000 )(a) (520,000 ) Changes in operating assets and liabilities: Prepaid expenses (62,738 ) — (62,738 ) Accounts payable 83,995 — 83,995 Accrued expenses 6,166 — 6,166 Net cash used in operating activities (299,976 ) (648,239 ) (948,215 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (287,500,000 ) — (287,500,000 ) Net cash used in investing activities (287,500,000 ) — (287,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 250,000 — 250,000 Repayment of note payable and advances from related party (250,000 ) — (250,000 ) Proceeds received from initial public offering 287,500,000 — 287,500,000 Proceeds from private placement 7,750,000 — 7,750,000 Offering costs paid (5,885,229 ) 648,239 (a) (5,236,990 ) Net cash provided by financing activities 289,364,771 648,239 290,013,010 Net change in cash 1,564,795 — 1,564,795 Cash - beginning of year 25,000 — 25,000 Cash - end of year $ 1,589,795 $ — $ 1,589,795 Supplemental disclosure of noncash activities: Offering costs included in accounts payable $ 2,600 $ — $ 2,600 Value of ordinary share subject to possible redemption $ 279,423,730 $ (252,634,140 )(a) $ 26,789,590 Deferred underwriting commissions $ — $ 9,187,500 (a) $ 9,187,500 The following presents a reconciliation of the unaudited Balance Sheets from the balances previously reported to the restated balances as of March 31, 2020, June 30,2020, September 30, 2020, June 30, 2019 and September 30, 2019. March 31, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,492,046 $ — $ 1,492,046 Prepaid expenses 109,585 — 109,585 Total current assets 1,601,631 — 1,601,631 Investments held in Trust Account 293,182,905 — 293,182,905 Total assets 294,784,536 — 294,784,536 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 161,682 — 161,682 Accrued expenses 50,000 — 50,000 Total current liabilities 211,682 — 211,682 Warrant liability — 13,053,750 (a) 13,053,750 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,399,182 13,053,750 22,452,932 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at March 31, 2020 280,385,350 7,114,650 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at March 31, 2020 790 (71 )(a) 719 Retained earnings / (Accumulated deficit) 4,999,214 (20,168,329 )(a) (15,169,115 ) Total shareholders’ equity 5,000,004 (20,168,400 ) (15,168,396 ) Total Liabilities and Shareholders’ Equity $ 294,784,536 $ — $ 294,784,536 June 30, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,261,642 $ — $ 1,261,642 Prepaid expenses 83,333 — 83,333 Total current assets 1,344,975 — 1,344,975 Investments held in Trust Account 293,168,737 — 293,168,737 Total assets 294,513,712 — 294,513,712 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 26,078 — 26,078 Accrued expenses 25,000 — 25,000 Total current liabilities 51,078 — 51,078 Warrant liability — 19,990,000 (a) 19,990,000 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,238,578 19,990,000 29,228,578 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at June 30, 2020 280,275,130 7,224,870 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at June 30, 2020 791 (72 )(a) 719 Retained earnings / (Accumulated deficit) 4,999,213 (27,214,798 )(a) (22,215,585 ) Total shareholders’ equity 5,000,004 (27,214,870 ) (22,214,866 ) Total Liabilities and Shareholders’ Equity $ 294,513,712 $ — $ 294,513,712 September 30, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 974,317 $ — $ 974,317 Prepaid expenses 47,084 — 47,084 Total current assets 1,021,401 — 1,021,401 Investments held in Trust Account 293,255,540 — 293,255,540 Total assets 294,276,941 — 294,276,941 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 371,225 — 371,225 Accrued expenses 414,571 — 414,571 Total current liabilities 785,796 — 785,796 Warrant liability — 21,096,250 (a) 21,096,250 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,973,296 21,096,250 31,069,546 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at September 30, 2020 279,303,640 8,196,360 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at September 30, 2020 801 (82 )(a) 719 Additional paid-in 895,230 (895,230 )(a) — Retained earnings / (Accumulated deficit) 4,103,974 (28,397,298 )(a) (24,293,324 ) Total shareholders’ equity 5,000,005 (29,292,610 ) (24,292,605 ) Total Liabilities and Shareholders’ Equity $ 294,276,941 $ — $ 294,276,941 June 30, 2019 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,784,487 $ — $ 1,784,487 Prepaid expenses 138,629 — 138,629 Total current assets 1,923,116 — 1,923,116 Investments held in Trust Account 289,260,594 — 289,260,594 Total assets 291,183,710 — 291,183,710 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 2,600 — 2,600 Accrued expenses 170,269 — 170,269 Total current liabilities 172,869 — 172,869 Warrant liability — 15,720,000 (a) 15,720,000 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,360,369 15,720,000 25,080,369 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at June 30, 2019 276,823,340 10,676,660 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at June 30, 2019 826 (107 )(a) 719 Additional paid-in 3,375,505 (3,375,505 )(a) — Retained earnings / (Accumulated deficit) 1,623,670 (23,021,048 )(a) (21,397,378 ) Total shareholders’ equity 5,000,001 (26,396,660 ) (21,396,659 ) Total Liabilities and Shareholders’ Equity $ 291,183,710 $ — $ 291,183,710 September 30, 2019 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,618,729 $ — $ 1,618,729 Prepaid expenses 101,988 — 101,988 Total current assets 1,720,717 — 1,720,717 Investments held in Trust Account 290,822,448 — 290,822,448 Total assets 292,543,165 — 292,543,165 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 82,220 — 82,220 Accrued expenses — — — Total current liabilities 82,220 — 82,220 Warrant liability — 16,671,250 (a) 16,671,250 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,269,720 16,671,250 25,940,970 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at September 30, 2019 278,273,440 9,226,560 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at September 30, 2019 811 (92 )(a) 719 Additional paid-in 1,925,420 (1,925,420 )(a) — Retained earnings / (Accumulated deficit) 3,073,774 (23,972,298 )(a) (20,898,524 ) Total shareholders’ equity 5,000,005 (25,897,810 ) (20,897,805 ) Total Liabilities and Shareholders’ Equity $ 292,543,165 $ — $ 292,543,165 The following presents a reconciliation of the unaudited Statements of Operations from the amounts previously reported to the restated amounts for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019. For the three months ended March 31, 2020 As Reported Restatement As Restated General and administrative expenses $ 167,129 $ — $ 167,129 Loss from operations (167,129 ) — (167,129 ) Issuance costs allocated to Public Warrants — — — Gain on revaluation of warrant liability — 5,763,750 (a) 5,763,750 Gain on marketable securities, dividends and interest held in Trust Account 1,128,747 — 1,128,747 Net income $ 961,618 $ 5,763,750 $ 6,725,368 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.04 $ 0.15 (a) $ 0.19 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net (loss) income per share, Founder Shares $ (0.02 ) $ 0.18 (a) $ 0.16 For the three months ended June 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 96,052 $ — $ 96,052 Loss from operations (96,052 ) — (96,052 ) Loss on revaluation of warrant liability — (6,936,250 )(a) (6,936,250 ) Loss on marketable securities, dividends and interest held in Trust Account (14,168 ) — (14,168 ) Net loss $ (110,220 ) $ (6,936,250 ) $ (7,046,470 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net loss per share, Public Shares $ — $ (0.20 )(a) $ (0.20 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.01 ) $ (0.19 )(a) $ (0.20 ) For the three months ended September 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 1,058,292 $ — $ 1,058,292 Loss from operations (1,058,292 ) — (1,058,292 ) Loss on revaluation of warrant liability — (1,106,250 )(a) (1,106,250 ) Gain on marketable securities, dividends and interest held in Trust Account 86,803 — 86,803 Net loss $ (971,489 ) $ (1,106,250 ) $ (2,077,739 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net loss per share, Public Shares $ — $ (0.06 )(a) $ (0.06 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.15 ) $ (0.09 )(a) $ (0.06 ) For the six months ended June 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 263,181 $ — $ 263,181 Loss from operations (263,181 ) — (263,181 ) Loss on revaluation of warrant liability — (1,172,500 )(a) (1,172,500 ) Gain on marketable securities, dividends and interest held in Trust Account 1,114,579 — 1,114,579 Net income (loss) $ 851,398 $ (1,172,500 ) $ (321,102 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.04 $ (0.04 )(a) $ 0.00 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.04 ) $ — (a) $ (0.04 ) For the nine months ended September 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 1,321,473 $ — $ 1,321,473 Loss from operations (1,321,473 ) — (1,321,473 ) Loss on revaluation of warrant liability — (2,278,750 )(a) (2,278,750 ) Gain on marketable securities, dividends and interest held in Trust Account 1,201,382 — 1,201,382 Net loss $ (120,091 ) $ (2,278,750 ) $ (2,398,841 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.04 $ (0.10 )(a) $ (0.06 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.18 ) $ 0.08 (a) $ (0.10 ) For the three months ended June 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 120,491 $ — $ 120,491 Loss from operations (120,491 ) — (120,491 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 3,617,500 (a) 3,617,500 Gain on marketable securities, dividends and interest held in Trust Account 1,760,594 — 1,760,594 Net income $ 1,640,103 $ 2,969,261 $ 4,609,364 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.06 $ 0.27 (a) $ 0.33 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss) per share, Founder Shares $ (0.02 ) $ (0.65 )(a) $ (0.67 ) For the three months ended September 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 111,750 $ — $ 111,750 Loss from operations (111,750 ) — (111,750 ) Loss on revaluation of warrant liability — (951,250 )(a) (951,250 ) Gain on marketable securities, dividends and interest held in Trust Account 1,561,854 — 1,561,854 Net income (loss) $ 1,450,104 $ (951,250 ) $ 498,854 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.05 $ (0.03 )(a) $ 0.02 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.02 ) $ (0.01 )(a) $ (0.03 ) For the six months ended June 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 134,230 $ — $ 134,230 Loss from operations (134,230 ) — (134,230 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 3,617,500 (a) 3,617,500 Gain on marketable securities, dividends and interest held in Trust Account 1,760,594 — 1,760,594 Net income $ 1,626,364 $ 2,969,261 $ 4,595,625 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.06 $ 0.27 (a) $ 0.33 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.02 ) $ (0.65 )(a) $ (0.67 ) For the nine months ended September 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 245,980 $ — $ 245,980 Loss from operations (245,980 ) — (245,980 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 2,666,250 (a) 2,666,250 Gain on marketable securities, dividends and interest held in Trust Account 3,322,448 — 3,322,448 Net income $ 3,076,468 $ 2,018,011 $ 5,094,479 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.12 $ 0.23 (a) $ 0.35 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.03 ) $ (0.67 )(a) $ (0.70 ) The following tables contain the restatement of previously reported unaudited Statements of Cash Flows for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019. For the three months ended March 31, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 961,618 $ 5,763,750 (a) $ 6,725,368 Adjustments to reconcile net income to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,128,747 ) — (1,128,747 ) Gain on revaluation of warrant liability — (5,763,750 )(a) (5,763,750 ) Changes in operating assets and liabilities: Prepaid expenses 16,903 — 16,903 Accounts payable 11,337 — 11,337 Accrued expenses 41,140 — 41,140 Net cash used in operating activities (97,749 ) — (97,749 ) Net change in cash (97,749 ) — (97,749 ) Cash - beginning of period 1,589,795 — 1,589,795 Cash - end of period $ 1,492,046 $ — $ 1,492,046 Supplemental disclosure of noncash activities: Prepaid expenses included in accounts payable $ 63,750 $ — $ 63,750 Remeasurement of ordinary shares subject to possible redemption $ 961,620 $ (961,620 )(a) $ — For the six months ended June 30, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income (loss) $ 851,398 $ (1,172,500 )(a) $ (321,102 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,114,579 ) — (1,114,579 ) Loss on revaluation of warrant liability — 1,172,500 (a) 1,172,500 Changes in operating assets and liabilities: Prepaid expenses (20,595 ) — (20,595 ) Accounts payable (60,517 ) — (60,517 ) Accrued expenses 16,140 — 16,140 Net cash used in operating activities (328,153 ) — (328,153 ) Net change in cash (328,153 ) — (328,153 ) Cash - beginning of period 1,589,795 — 1,589,795 Cash - end of period $ 1,261,642 $ — $ 1,261,642 Supplemental disclosure of noncash activities: Remeasurement of ordinary shares subject to possible redemption $ 851,400 $ (851,400 )(a) $ — For the nine months ended September 30, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net loss $ (120,091 ) $ (2,278,750 )(a) $ (2,398,841 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,201,382 ) — (1,201,382 ) Loss on revaluation of warrant liability — 2,278,750 (a) 2,278,750 Changes in operating assets and liabilities: Prepaid expenses 15,654 — 15,654 Accounts payable 284,630 — 284,630 Accrued expenses 405,711 — 405,711 Net cash used in operating activities (615,478 ) — (615,478 ) Net change in cash (615,478 ) — (615,478 ) Cash - beginning of period 1,589,795 — 1,589,795 Cash - end of period $ 974,317 $ — $ 974,317 Supplemental disclosure of noncash activities: Remeasurement of ordinary shares subject to possible redemption $ (120,090 ) $ 120,090 (a) $ — For the six months ended June 30, 2019 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 1,626,364 $ 2,969,261 (a) $ 4,595,625 Adjustments to reconcile net income to net cash used in operating activities: General and administrative expenses paid by related party 2,206 — 2,206 Gain on marketable securities, dividends and interest held in Trust Account (1,760,594 ) — (1,760,594 ) Gain on revaluation of warrant liability — (3,617,500 )(a) (3,617,500 ) Changes in operating assets and liabilities: Prepaid expenses (138,629 ) — (138,629 ) Accrued expenses 82,575 — 82,575 Net cash used in operating activities (188,078 ) (648,239 ) (836,317 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (287,500,000 ) — (287,500,000 ) Net cash used in investing activities (287,500,000 ) — (287,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 250,000 — 250,000 Repayment of note payable and advances from related party (252,206 ) — (252,206 ) Proceeds received from initial public offering 287,500,000 — 287,500,000 Proceeds from private placement 7,750,000 — 7,750,000 Offering costs paid (5,800,229 ) 648,239 (a) (5,151,990 ) Net cash provided by (used in) financing activities 289,447,565 648,239 290,095,804 Net change in cash 1,759,487 — 1,759,487 Cash - beginning of period 25,000 — 25,000 Cash - end of period $ 1,784,487 $ — $ 1,784,487 Supplemental disclosure of noncash activities: Offering costs included in accrued expenses $ 85,000 $ — $ 85,000 Offering costs included in accounts payable $ 2,600 $ — $ 2,600 Remeasurement of ordinary shares subject to possible redemption $ 276,823,340 $ (250,033,750 )(a) $ 26,789,590 Deferred underwriting commissions $ — $ 9,187,500 (a) $ 9,187,500 For the nine months ended September 30, 2019 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 3,076,468 $ 2,018,011 (a) $ 5,094,479 Adjustments to reconcile net income to net cash used in operating activities: General and administrative expenses paid by related party 2,206 — 2,206 Gain on marketable securities, dividends and interest held in Trust Account (3,322,448 ) — (3,322,448 ) Gain on revaluation of warrant liability — (2,666,250 )(a) (2,666,250 ) Changes in operating assets and liabilities: Prepaid expenses (101,988 ) — (101,988 ) Accounts payable 79,620 — 79,620 Accrued expenses (87,694 ) — (87,694 ) Net cash used in operating activities (353,836 ) (648,239 ) (1,002,075 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (287,500,000 ) — (287,500,000 ) Net cash used in investing activities (287,500,000 ) — (287,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 250,000 — 250,000 Repayment of note payable and advances from related party (252,206 ) — (252,206 ) Proceeds received from initial public offering 287,500,000 — 287,500,000 Proceeds from private placement 7,750,000 — 7,750,000 Offering costs paid (5,800,229 ) 648,239 (a) (5,151,990 ) Net cash provided by financing activities 289,447,565 648,239 290,095,804 Net change in cash 1,593,729 — 1,593,729 Cash - beginning of period 25,000 — 25,000 Cash - end of period $ 1,618,729 $ — $ 1,618,729 Supplemental disclosure of noncash activities: Offering costs included in accrued expenses $ 85,000 $ — $ 85,000 Offering costs included in accounts payable $ 2,600 $ — $ 2,600 Remeasurement of ordinary shares subject to possible redemption $ 278,273,440 $ (251,483,850 )(a) $ 26,789,590 Deferred underwriting commissions $ — $ 9,187,500 (a) $ 9,187,500 (a) The Restatement Adjustments reflect the entries to record the initial liability for the Public and Private Warrants issued as part of Replay’s initial public offering and private placement, respectively, and to account for the adjustment to fair value of this liability at the end of each period presented. The initial fair value of the Public and Private Warrants of $19.3 million was recorded in April 2019 as a warrant liability with an offset to additional paid-in capital. In addition, the initial adjusting entry was also to expense approximately $648 thousand of costs directly associated with the issuance of the Public Warrants. The proceeds received from the sale of private warrants in excess of their fair value of $775 thousand was recognized as additional paid-in capital. For each subsequent quarter end, starting with June 30, 2019, the liability was revalued and the change in fair value reflected in “Gain/loss on revaluation of warrant liability” in the Statement of Operations. The Restatement Adjustment also reflect the impact of the remeasurement as of June 30, 2019 of the redeemable shares classified in temporary equity to align with the expected redemption amount of $287.5 million, the impact of the remeasurement of approximately $26.8 million was recognized as increase to the temporary equity balance with the offset to additional paid in capital and accumulated deficit. Additionally, the redemption amount was increased by the gains on marketable securiti |
Description of Organization a_2
Description of Organization and Business Operations (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Going Concern Consideration | Going Concern Consideration As of March 31, 2021, the Company had approximately $480,000 outside of the Trust Account and working capital deficit of approximately $18.7 million. Through March 31, 2021, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $250,000 in note payable to the Sponsor and approximately $2,000 of general and administrative expenses paid by a related party on behalf of the Company. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds from the consummation of the Private Placement not held in the Trust Account of $2.0 million. The Company fully repaid the note and the advances to the Sponsor and the related party in May 2019. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 4). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company has no borrowings under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. | Going Concern Consideration As of December 31, 2020, the Company had approximately $850,000 outside of the Trust Account and a working deficit of approximately $836,000. Through December 31, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $250,000 in note payable to the Sponsor and approximately $2,000 of general and administrative expenses paid by a related party on behalf of the Company. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds from the consummation of the Private Placement not held in the Trust Account of $2.0 million. The Company fully repaid the note and the advances to the Sponsor and the related party in May 2019. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 4). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company has no borrowings under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs until the consummation of the Proposed Business Combination. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included on Form 10-K/A filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on May 17, 2021. | 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”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the “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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s unaudited financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of unaudited 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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in the Trust Account consists entirely of U.S. government securities with an original maturity of 180 days or less. | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company’s investments held in Trust Account consists entirely of U.S. government securities with an original maturity of 180 days or less. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. | 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. |
Warrant Liability | Warrant Liability The Company accounts for warrants for the Company’s ordinary shares as liabilities at fair value on the Balance Sheets because the warrants do not meet the criteria for classification within equity. Offering costs were allocated to the Ordinary Shares and Public Warrants and the amounts allocated to the Public Warrants were expensed immediately. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Warrants. At that time, the portion of the warrant liability related to the Warrants will be reclassified to additional paid-in capital. | |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account are 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 180 days or less, classified as trading securities. Trading securities are presented on the Balance Sheets 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, dividends and interest held in the Trust Account in the accompanying Statements of Operations. The fair value for trading securities is determined using quoted market prices in active markets. | Investments Held in Trust Account The Company’s portfolio of investments held in Trust Account are 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 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets 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 statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurement 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. As of March 31, 2021 and December 31, 2020, the recorded values of cash, prepaid expenses, accrued expenses and accounts payable approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices 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. ASC 825, Financial Instruments, requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of December 31, 2020, and 2019, the recorded values of cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs incurred in connection with preparation of the Initial Public Offering, of approximately $15.1 million, consisted principally of underwriter discounts of $14.4 million (including $9.2 million of which payment is deferred) and approximately $638,000 of professional, printing, filing, regulatory and other costs. These expenses, together with the underwriting discounts and commissions, were allocated to the ordinary shares and the public warrants. Amounts allocated to the ordinary shares were recognized as a reduction to the ordinary shares carrying value and the amounts allocated to the public warrants were expensed immediately. | Offering Costs 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 and that were charged to shareholders equity upon the completion of the Initial Public Offering. Offering costs were allocated to the ordinary shares and the public warrants based on the relative fair value of the Warrants compared to the ordinary shares. The amounts allocated to the shares were recognized as a reduction to the carrying value of the shares, and the amounts allocated to the public warrants were immediately recognized as an expense. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2021 and December 31, 2020, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s Balance Sheets. The ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC 480. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the Ordinary Shares is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the Ordinary Shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as if the end of the first reporting period after the IPO, June 30, 2019, was the redemption date. | Ordinary Shares Subject to Possible Redemption Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. At December 31, 2019, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480. Under such guidance the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the Ordinary Shares is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the Ordinary shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as if the end of the first reporting period after the IPO, June 30 2019, were the redemption date. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share For the three months ended March 31, 2021, basic and diluted net income per share of Public Shares, were calculated by dividing 80% of the total income allocable to all shares of approximately $800,000, by the weighted average number of 28,750,000 Public Shares outstanding for the period. For the three months ended March 31, 2021, basic and diluted net loss per share of Founder Shares were calculated by dividing 20% of the total income allocable to all shares of approximately $800,000, by the weighted average number of 7,187,500 Founder Shares outstanding for the period. For the three months ended March 31, 2020, basic and diluted net income per share of Public Shares, were calculated by dividing 80% of the total income allocable to all shares of approximately $5.6 million, by the weighted average number of 28,750,000 Public Shares outstanding for the period. For the three months ended March 31, 2020, basic and diluted net income per share of Founder Shares were calculated by dividing 20% of the total income allocable to all shares of approximately $5.6 million, by the weighted average number of 7,187,500 Founder Shares outstanding for the period. At March 31, 2021 and March 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. | Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per public share and income (loss) per founder share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the public and founder shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any Remeasurement of the ordinary shares subject to possible redemption and was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the company split the amount to be allocated using a ratio of 80% for the public shares and 20% for the founder shares, reflective of the respective participation rights. For the year ended December 31, 2020, basic and diluted net loss per share of Public Shares, were calculated by dividing 80% of the total loss allocable to all shares of approximately $18.9 million, by the weighted average number of 28,750,000 Public Shares outstanding for the period. For the year ended December 31, 2020, basic and diluted net loss per share of Founder Shares were calculated by dividing 20% of the total loss allocable to all shares of approximately $18.9 million, by the weighted average number of 7,187,500 Founder Shares outstanding for the period. For the year ended December 31, 2019, basic and diluted net loss per share of Public Shares, were calculated by dividing 80% of the total loss allocable to all shares of approximately $27.2 million, plus the remeasurement of the ordinary shares subject to possible redemption of approximately $31.3 million, by the weighted average number of 28,750,000 Public Shares outstanding for the period. For the year ended December 31, 2019, basic and diluted net loss per share of Founder Shares were calculated by dividing 20% of the total loss allocable to all shares of approximately $27.2 million, by the weighted average number of 7,187,500 Founder Shares outstanding for the period. At December 31, 2020 and December 31, 2019, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and 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 at March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020, and 2019. 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 at December 31, 2020, and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Warrant Liability | Warrant Liability The Company accounts for warrants for the Company’s ordinary shares as liabilities at fair value on the Balance Sheets because the warrants do not meet the criteria for classification within equity. Offering costs were allocated to the Ordinary Shares and Public Warrants, and the amounts allocated to the Public Warrants were expensed immediately. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the Warrants. At that time, the portion of the warrant liability related to the Warrants will be reclassified to additional paid-in capital. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Summary of Assets Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 by level within the fair value hierarchy: March 31, 2021 Description Quoted Prices Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 293,322,399 $ — $ — Liabilities: Warrants $ — $ 25,408,750 $ — December 31, 2020 Description Quoted Prices Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 293,315,407 $ — $ — Liabilities: Warrants $ — $ 35,351,250 $ — | December 31, 2020 Description Quoted Prices in Active (Level 1) Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 293,315,407 $ — $ — Liabilities: Warrants $ — $ 35,351,250 $ — December 31, 2019 Description Quoted Prices in Active (Level 1) Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 292,054,158 $ — $ — Liabilities: Warrants $ — $ 18,817,500 $ — |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Reconciliation of the Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Cash Flows from the Prior Periods to the Restated Amounts | The following presents the restated financial statements as of December 31, 2020 and 2019, as well as the statements for the three month period ended March 30, 2020, the three and six month periods ended June 30, 2020 and 2019 and the three and nine month periods ended September 30, 2020 and 2019. The following presents a reconciliation of the Balance Sheets, Statements of Operations, and Statements of Cash Flows from the prior periods as previously reported to the restated amounts as of December 31, 2020 and 2019. The Statements of Shareholders’ Equity for the years ended December 31, 2020 and 2019 have been restated, for the restatement impact to net (loss) income and common stock subject to possible redemption. See the Statement of Operations reconciliation tables below for additional information on the restatement adjustments and impact to net (loss) income. December 31, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 849,909 $ — $ 849,909 Prepaid expenses 10,833 — 10,833 Total current assets 860,742 — 860,742 Investments held in Trust Account 293,315,407 — 293,315,407 Total assets 294,176,149 — 294,176,149 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 916,939 — 916,939 Accrued expenses 779,411 — 779,411 Total current liabilities 1,696,350 — 1,696,350 Warrant liability — 35,351,250 (a) 35,351,250 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 10,883,850 35,351,250 46,235,100 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at December 31, 2020 278,292,290 9,207,710 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at December 31, 2020 811 (92 )(a) 719 Additional paid-in 1,906,570 (1,906,570 )(a) — Retained earnings / (Accumulated deficit) 3,092,628 (42,652,298 )(a) (39,559,670 ) Total shareholders’ equity 5,000,009 (44,558,960 ) (39,558,951 ) Total Liabilities and Shareholders’ Equity $ 294,176,149 $ — $ 294,176,149 December 31, 2019 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,589,795 $ — $ 1,589,795 Prepaid expenses 62,738 — 62,738 Total current assets 1,652,533 — 1,652,533 Investments held in Trust Account 292,054,158 — 292,054,158 Total assets 293,706,691 — 293,706,691 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 86,595 — 86,595 Accrued expenses 8,860 — 8,860 Total current liabilities 95,455 — 95,455 Warrant liability — 18,817,500 (a) 18,817,500 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,282,955 18,817,500 28,100,455 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at December 31, 2019 279,423,730 8,076,270 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 and shares subject to possible redemption) at December 31, 2019 800 (81 )(a) 719 Additional paid-in 775,141 (775,141 )(a) — Retained earnings / (Accumulated deficit) 4,224,065 (26,118,548 )(a) (21,894,483 ) Total shareholders’ equity 5,000,006 (26,893,770 ) (21,893,764 ) Total Liabilities and Shareholders’ Equity $ 293,706,691 $ — $ 293,706,691 For the year ended December 31, 2020 As Reported Restatement As Restated General and administrative expenses $ 2,392,686 $ — $ 2,392,686 Loss from operations (2,392,686 ) — (2,392,686 ) Loss on revaluation of warrant liability — (16,533,750 )(a) (16,533,750 ) Gain on marketable securities, dividends and interest held in Trust Account 1,261,249 — 1,261,249 Net loss $ (1,131,437 ) $ (16,533,750 ) $ (17,665,187 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.04 $ (0.52 )(a) $ (0.48 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.33 ) $ (0.20 )(a) $ (0.53 ) For the year ended December 31, 2019 As Reported Restatement As Restated General and administrative expenses $ 327,399 $ — $ 327,399 Loss from operations (327,399 ) — (327,399 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 520,000 (a) 520,000 Gain on marketable securities, dividends and interest held in Trust Account 4,554,158 — 4,554,158 Net income $ 4,226,759 $ (128,239 ) $ 4,098,520 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.16 $ 0.17 (a) $ 0.33 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.05 ) $ (0.71 )(a) $ (0.76 ) For the year ended December 31, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net loss $ (1,131,437 ) $ (16,533,750 )(a) $ (17,665,187 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,261,249 ) — (1,261,249 ) Loss on revaluation of warrant liability — 16,533,750 (a) 16,533,750 Changes in operating assets and liabilities: Prepaid expenses 51,905 — 51,905 Accounts payable 830,344 — 830,344 Accrued expenses 770,551 — 770,551 Net cash used in operating activities (739,886 ) — (739,886 ) Net change in cash (739,886 ) — (739,886 ) Cash - beginning of year 1,589,795 — 1,589,795 Cash - end of year $ 849,909 $ — $ 849,909 Supplemental disclosure of noncash activities: Change in value of ordinary share subject to possible redemption $ (1,131,440 ) $ 1,131,440 (a) $ — For the year ended December 31, 2019 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 4,226,759 $ (128,239 )(a) $ 4,098,520 Adjustments to reconcile net income to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (4,554,158 ) — (4,554,158 ) Gain on revaluation of warrant liability — (520,000 )(a) (520,000 ) Changes in operating assets and liabilities: Prepaid expenses (62,738 ) — (62,738 ) Accounts payable 83,995 — 83,995 Accrued expenses 6,166 — 6,166 Net cash used in operating activities (299,976 ) (648,239 ) (948,215 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (287,500,000 ) — (287,500,000 ) Net cash used in investing activities (287,500,000 ) — (287,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 250,000 — 250,000 Repayment of note payable and advances from related party (250,000 ) — (250,000 ) Proceeds received from initial public offering 287,500,000 — 287,500,000 Proceeds from private placement 7,750,000 — 7,750,000 Offering costs paid (5,885,229 ) 648,239 (a) (5,236,990 ) Net cash provided by financing activities 289,364,771 648,239 290,013,010 Net change in cash 1,564,795 — 1,564,795 Cash - beginning of year 25,000 — 25,000 Cash - end of year $ 1,589,795 $ — $ 1,589,795 Supplemental disclosure of noncash activities: Offering costs included in accounts payable $ 2,600 $ — $ 2,600 Value of ordinary share subject to possible redemption $ 279,423,730 $ (252,634,140 )(a) $ 26,789,590 Deferred underwriting commissions $ — $ 9,187,500 (a) $ 9,187,500 The following presents a reconciliation of the unaudited Balance Sheets from the balances previously reported to the restated balances as of March 31, 2020, June 30,2020, September 30, 2020, June 30, 2019 and September 30, 2019. March 31, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,492,046 $ — $ 1,492,046 Prepaid expenses 109,585 — 109,585 Total current assets 1,601,631 — 1,601,631 Investments held in Trust Account 293,182,905 — 293,182,905 Total assets 294,784,536 — 294,784,536 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 161,682 — 161,682 Accrued expenses 50,000 — 50,000 Total current liabilities 211,682 — 211,682 Warrant liability — 13,053,750 (a) 13,053,750 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,399,182 13,053,750 22,452,932 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at March 31, 2020 280,385,350 7,114,650 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at March 31, 2020 790 (71 )(a) 719 Retained earnings / (Accumulated deficit) 4,999,214 (20,168,329 )(a) (15,169,115 ) Total shareholders’ equity 5,000,004 (20,168,400 ) (15,168,396 ) Total Liabilities and Shareholders’ Equity $ 294,784,536 $ — $ 294,784,536 June 30, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,261,642 $ — $ 1,261,642 Prepaid expenses 83,333 — 83,333 Total current assets 1,344,975 — 1,344,975 Investments held in Trust Account 293,168,737 — 293,168,737 Total assets 294,513,712 — 294,513,712 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 26,078 — 26,078 Accrued expenses 25,000 — 25,000 Total current liabilities 51,078 — 51,078 Warrant liability — 19,990,000 (a) 19,990,000 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,238,578 19,990,000 29,228,578 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at June 30, 2020 280,275,130 7,224,870 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at June 30, 2020 791 (72 )(a) 719 Retained earnings / (Accumulated deficit) 4,999,213 (27,214,798 )(a) (22,215,585 ) Total shareholders’ equity 5,000,004 (27,214,870 ) (22,214,866 ) Total Liabilities and Shareholders’ Equity $ 294,513,712 $ — $ 294,513,712 September 30, 2020 As Reported Restatement As Restated Assets: Current assets: Cash $ 974,317 $ — $ 974,317 Prepaid expenses 47,084 — 47,084 Total current assets 1,021,401 — 1,021,401 Investments held in Trust Account 293,255,540 — 293,255,540 Total assets 294,276,941 — 294,276,941 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 371,225 — 371,225 Accrued expenses 414,571 — 414,571 Total current liabilities 785,796 — 785,796 Warrant liability — 21,096,250 (a) 21,096,250 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,973,296 21,096,250 31,069,546 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at September 30, 2020 279,303,640 8,196,360 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at September 30, 2020 801 (82 )(a) 719 Additional paid-in 895,230 (895,230 )(a) — Retained earnings / (Accumulated deficit) 4,103,974 (28,397,298 )(a) (24,293,324 ) Total shareholders’ equity 5,000,005 (29,292,610 ) (24,292,605 ) Total Liabilities and Shareholders’ Equity $ 294,276,941 $ — $ 294,276,941 June 30, 2019 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,784,487 $ — $ 1,784,487 Prepaid expenses 138,629 — 138,629 Total current assets 1,923,116 — 1,923,116 Investments held in Trust Account 289,260,594 — 289,260,594 Total assets 291,183,710 — 291,183,710 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 2,600 — 2,600 Accrued expenses 170,269 — 170,269 Total current liabilities 172,869 — 172,869 Warrant liability — 15,720,000 (a) 15,720,000 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,360,369 15,720,000 25,080,369 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at June 30, 2019 276,823,340 10,676,660 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at June 30, 2019 826 (107 )(a) 719 Additional paid-in 3,375,505 (3,375,505 )(a) — Retained earnings / (Accumulated deficit) 1,623,670 (23,021,048 )(a) (21,397,378 ) Total shareholders’ equity 5,000,001 (26,396,660 ) (21,396,659 ) Total Liabilities and Shareholders’ Equity $ 291,183,710 $ — $ 291,183,710 September 30, 2019 As Reported Restatement As Restated Assets: Current assets: Cash $ 1,618,729 $ — $ 1,618,729 Prepaid expenses 101,988 — 101,988 Total current assets 1,720,717 — 1,720,717 Investments held in Trust Account 290,822,448 — 290,822,448 Total assets 292,543,165 — 292,543,165 Liabilities and Shareholders’ Equity: Current liabilities: Accounts payable 82,220 — 82,220 Accrued expenses — — — Total current liabilities 82,220 — 82,220 Warrant liability — 16,671,250 (a) 16,671,250 Deferred underwriting commissions 9,187,500 — 9,187,500 Total liabilities 9,269,720 16,671,250 25,940,970 Commitments and contingencies Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share at September 30, 2019 278,273,440 9,226,560 (a) 287,500,000 Shareholders’ Equity: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) at September 30, 2019 811 (92 )(a) 719 Additional paid-in 1,925,420 (1,925,420 )(a) — Retained earnings / (Accumulated deficit) 3,073,774 (23,972,298 )(a) (20,898,524 ) Total shareholders’ equity 5,000,005 (25,897,810 ) (20,897,805 ) Total Liabilities and Shareholders’ Equity $ 292,543,165 $ — $ 292,543,165 The following presents a reconciliation of the unaudited Statements of Operations from the amounts previously reported to the restated amounts for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019. For the three months ended March 31, 2020 As Reported Restatement As Restated General and administrative expenses $ 167,129 $ — $ 167,129 Loss from operations (167,129 ) — (167,129 ) Issuance costs allocated to Public Warrants — — — Gain on revaluation of warrant liability — 5,763,750 (a) 5,763,750 Gain on marketable securities, dividends and interest held in Trust Account 1,128,747 — 1,128,747 Net income $ 961,618 $ 5,763,750 $ 6,725,368 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.04 $ 0.15 (a) $ 0.19 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net (loss) income per share, Founder Shares $ (0.02 ) $ 0.18 (a) $ 0.16 For the three months ended June 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 96,052 $ — $ 96,052 Loss from operations (96,052 ) — (96,052 ) Loss on revaluation of warrant liability — (6,936,250 )(a) (6,936,250 ) Loss on marketable securities, dividends and interest held in Trust Account (14,168 ) — (14,168 ) Net loss $ (110,220 ) $ (6,936,250 ) $ (7,046,470 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net loss per share, Public Shares $ — $ (0.20 )(a) $ (0.20 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.01 ) $ (0.19 )(a) $ (0.20 ) For the three months ended September 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 1,058,292 $ — $ 1,058,292 Loss from operations (1,058,292 ) — (1,058,292 ) Loss on revaluation of warrant liability — (1,106,250 )(a) (1,106,250 ) Gain on marketable securities, dividends and interest held in Trust Account 86,803 — 86,803 Net loss $ (971,489 ) $ (1,106,250 ) $ (2,077,739 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net loss per share, Public Shares $ — $ (0.06 )(a) $ (0.06 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.15 ) $ (0.09 )(a) $ (0.06 ) For the six months ended June 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 263,181 $ — $ 263,181 Loss from operations (263,181 ) — (263,181 ) Loss on revaluation of warrant liability — (1,172,500 )(a) (1,172,500 ) Gain on marketable securities, dividends and interest held in Trust Account 1,114,579 — 1,114,579 Net income (loss) $ 851,398 $ (1,172,500 ) $ (321,102 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.04 $ (0.04 )(a) $ 0.00 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.04 ) $ — (a) $ (0.04 ) For the nine months ended September 30, 2020 As Reported Restatement As Restated General and administrative expenses $ 1,321,473 $ — $ 1,321,473 Loss from operations (1,321,473 ) — (1,321,473 ) Loss on revaluation of warrant liability — (2,278,750 )(a) (2,278,750 ) Gain on marketable securities, dividends and interest held in Trust Account 1,201,382 — 1,201,382 Net loss $ (120,091 ) $ (2,278,750 ) $ (2,398,841 ) Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.04 $ (0.10 )(a) $ (0.06 ) Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.18 ) $ 0.08 (a) $ (0.10 ) For the three months ended June 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 120,491 $ — $ 120,491 Loss from operations (120,491 ) — (120,491 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 3,617,500 (a) 3,617,500 Gain on marketable securities, dividends and interest held in Trust Account 1,760,594 — 1,760,594 Net income $ 1,640,103 $ 2,969,261 $ 4,609,364 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.06 $ 0.27 (a) $ 0.33 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss) per share, Founder Shares $ (0.02 ) $ (0.65 )(a) $ (0.67 ) For the three months ended September 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 111,750 $ — $ 111,750 Loss from operations (111,750 ) — (111,750 ) Loss on revaluation of warrant liability — (951,250 )(a) (951,250 ) Gain on marketable securities, dividends and interest held in Trust Account 1,561,854 — 1,561,854 Net income (loss) $ 1,450,104 $ (951,250 ) $ 498,854 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income (loss) per share, Public Shares $ 0.05 $ (0.03 )(a) $ 0.02 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.02 ) $ (0.01 )(a) $ (0.03 ) For the six months ended June 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 134,230 $ — $ 134,230 Loss from operations (134,230 ) — (134,230 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 3,617,500 (a) 3,617,500 Gain on marketable securities, dividends and interest held in Trust Account 1,760,594 — 1,760,594 Net income $ 1,626,364 $ 2,969,261 $ 4,595,625 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.06 $ 0.27 (a) $ 0.33 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.02 ) $ (0.65 )(a) $ (0.67 ) For the nine months ended September 30, 2019 As Reported Restatement As Restated General and administrative expenses $ 245,980 $ — $ 245,980 Loss from operations (245,980 ) — (245,980 ) Issuance costs allocated to Public Warrants — (648,239 )(a) (648,239 ) Gain on revaluation of warrant liability — 2,666,250 (a) 2,666,250 Gain on marketable securities, dividends and interest held in Trust Account 3,322,448 — 3,322,448 Net income $ 3,076,468 $ 2,018,011 $ 5,094,479 Basic and diluted weighted average shares outstanding of Public Shares 28,750,000 — 28,750,000 Basic and diluted net income per share, Public Shares $ 0.12 $ 0.23 (a) $ 0.35 Basic and diluted weighted average shares outstanding of Founder Shares 7,187,500 — 7,187,500 Basic and diluted net loss per share, Founder Shares $ (0.03 ) $ (0.67 )(a) $ (0.70 ) The following tables contain the restatement of previously reported unaudited Statements of Cash Flows for the three month period ended March 31, 2020, the three and six month periods ended June 30, 2020, the three and nine month periods ended September 30, 2020, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019. For the three months ended March 31, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 961,618 $ 5,763,750 (a) $ 6,725,368 Adjustments to reconcile net income to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,128,747 ) — (1,128,747 ) Gain on revaluation of warrant liability — (5,763,750 )(a) (5,763,750 ) Changes in operating assets and liabilities: Prepaid expenses 16,903 — 16,903 Accounts payable 11,337 — 11,337 Accrued expenses 41,140 — 41,140 Net cash used in operating activities (97,749 ) — (97,749 ) Net change in cash (97,749 ) — (97,749 ) Cash - beginning of period 1,589,795 — 1,589,795 Cash - end of period $ 1,492,046 $ — $ 1,492,046 Supplemental disclosure of noncash activities: Prepaid expenses included in accounts payable $ 63,750 $ — $ 63,750 Remeasurement of ordinary shares subject to possible redemption $ 961,620 $ (961,620 )(a) $ — For the six months ended June 30, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income (loss) $ 851,398 $ (1,172,500 )(a) $ (321,102 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,114,579 ) — (1,114,579 ) Loss on revaluation of warrant liability — 1,172,500 (a) 1,172,500 Changes in operating assets and liabilities: Prepaid expenses (20,595 ) — (20,595 ) Accounts payable (60,517 ) — (60,517 ) Accrued expenses 16,140 — 16,140 Net cash used in operating activities (328,153 ) — (328,153 ) Net change in cash (328,153 ) — (328,153 ) Cash - beginning of period 1,589,795 — 1,589,795 Cash - end of period $ 1,261,642 $ — $ 1,261,642 Supplemental disclosure of noncash activities: Remeasurement of ordinary shares subject to possible redemption $ 851,400 $ (851,400 )(a) $ — For the nine months ended September 30, 2020 As Reported Restatement As Restated Cash Flows from Operating Activities: Net loss $ (120,091 ) $ (2,278,750 )(a) $ (2,398,841 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on marketable securities, dividends and interest held in Trust Account (1,201,382 ) — (1,201,382 ) Loss on revaluation of warrant liability — 2,278,750 (a) 2,278,750 Changes in operating assets and liabilities: Prepaid expenses 15,654 — 15,654 Accounts payable 284,630 — 284,630 Accrued expenses 405,711 — 405,711 Net cash used in operating activities (615,478 ) — (615,478 ) Net change in cash (615,478 ) — (615,478 ) Cash - beginning of period 1,589,795 — 1,589,795 Cash - end of period $ 974,317 $ — $ 974,317 Supplemental disclosure of noncash activities: Remeasurement of ordinary shares subject to possible redemption $ (120,090 ) $ 120,090 (a) $ — For the six months ended June 30, 2019 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 1,626,364 $ 2,969,261 (a) $ 4,595,625 Adjustments to reconcile net income to net cash used in operating activities: General and administrative expenses paid by related party 2,206 — 2,206 Gain on marketable securities, dividends and interest held in Trust Account (1,760,594 ) — (1,760,594 ) Gain on revaluation of warrant liability — (3,617,500 )(a) (3,617,500 ) Changes in operating assets and liabilities: Prepaid expenses (138,629 ) — (138,629 ) Accrued expenses 82,575 — 82,575 Net cash used in operating activities (188,078 ) (648,239 ) (836,317 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (287,500,000 ) — (287,500,000 ) Net cash used in investing activities (287,500,000 ) — (287,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 250,000 — 250,000 Repayment of note payable and advances from related party (252,206 ) — (252,206 ) Proceeds received from initial public offering 287,500,000 — 287,500,000 Proceeds from private placement 7,750,000 — 7,750,000 Offering costs paid (5,800,229 ) 648,239 (a) (5,151,990 ) Net cash provided by (used in) financing activities 289,447,565 648,239 290,095,804 Net change in cash 1,759,487 — 1,759,487 Cash - beginning of period 25,000 — 25,000 Cash - end of period $ 1,784,487 $ — $ 1,784,487 Supplemental disclosure of noncash activities: Offering costs included in accrued expenses $ 85,000 $ — $ 85,000 Offering costs included in accounts payable $ 2,600 $ — $ 2,600 Remeasurement of ordinary shares subject to possible redemption $ 276,823,340 $ (250,033,750 )(a) $ 26,789,590 Deferred underwriting commissions $ — $ 9,187,500 (a) $ 9,187,500 For the nine months ended September 30, 2019 As Reported Restatement As Restated Cash Flows from Operating Activities: Net income $ 3,076,468 $ 2,018,011 (a) $ 5,094,479 Adjustments to reconcile net income to net cash used in operating activities: General and administrative expenses paid by related party 2,206 — 2,206 Gain on marketable securities, dividends and interest held in Trust Account (3,322,448 ) — (3,322,448 ) Gain on revaluation of warrant liability — (2,666,250 )(a) (2,666,250 ) Changes in operating assets and liabilities: Prepaid expenses (101,988 ) — (101,988 ) Accounts payable 79,620 — 79,620 Accrued expenses (87,694 ) — (87,694 ) Net cash used in operating activities (353,836 ) (648,239 ) (1,002,075 ) Cash Flows from Investing Activities: Cash deposited in Trust Account (287,500,000 ) — (287,500,000 ) Net cash used in investing activities (287,500,000 ) — (287,500,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related party 250,000 — 250,000 Repayment of note payable and advances from related party (252,206 ) — (252,206 ) Proceeds received from initial public offering 287,500,000 — 287,500,000 Proceeds from private placement 7,750,000 — 7,750,000 Offering costs paid (5,800,229 ) 648,239 (a) (5,151,990 ) Net cash provided by financing activities 289,447,565 648,239 290,095,804 Net change in cash 1,593,729 — 1,593,729 Cash - beginning of period 25,000 — 25,000 Cash - end of period $ 1,618,729 $ — $ 1,618,729 Supplemental disclosure of noncash activities: Offering costs included in accrued expenses $ 85,000 $ — $ 85,000 Offering costs included in accounts payable $ 2,600 $ — $ 2,600 Remeasurement of ordinary shares subject to possible redemption $ 278,273,440 $ (251,483,850 )(a) $ 26,789,590 Deferred underwriting commissions $ — $ 9,187,500 (a) $ 9,187,500 (a) The Restatement Adjustments reflect the entries to record the initial liability for the Public and Private Warrants issued as part of Replay’s initial public offering and private placement, respectively, and to account for the adjustment to fair value of this liability at the end of each period presented. The initial fair value of the Public and Private Warrants of $19.3 million was recorded in April 2019 as a warrant liability with an offset to additional paid-in capital. In addition, the initial adjusting entry was also to expense approximately $648 thousand of costs directly associated with the issuance of the Public Warrants. The proceeds received from the sale of private warrants in excess of their fair value of $775 thousand was recognized as additional paid-in capital. For each subsequent quarter end, starting with June 30, 2019, the liability was revalued and the change in fair value reflected in “Gain/loss on revaluation of warrant liability” in the Statement of Operations. The Restatement Adjustment also reflect the impact of the remeasurement as of June 30, 2019 of the redeemable shares classified in temporary equity to align with the expected redemption amount of $287.5 million, the impact of the remeasurement of approximately $26.8 million was recognized as increase to the temporary equity balance with the offset to additional paid in capital and accumulated deficit. Additionally, the redemption amount was increased by the gains on marketable securities, dividends and interest held in the trust account, which is also subject to redemption by the ordinary shareholders. Lastly, the earning per share for both the Public and Founder shares was adjusted to account for the measurement adjustment to the temporary equity in accordance with the two classes of shares method and the guidance in ASC 480-10-S99-3A. |
Description of Organization a_3
Description of Organization and Business Operations (Detail) | Apr. 08, 2019USD ($)Item$ / sharesshares | Apr. 30, 2019shares | Jun. 30, 2019USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Mar. 31, 2021$ / shares | Dec. 31, 2020$ / shares | Sep. 30, 2020$ / shares | Jun. 30, 2020$ / shares | Mar. 31, 2020$ / shares |
Initial Public Offering | ||||||||||
Proceeds from sale of stock | $ | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 | |||||||
Warrant price (in dollars per warrant) | $ / shares | $ 1 | $ 1 | ||||||||
Minimum number of business acquisitions required | Item | 1 | |||||||||
Minimum requirement of acquisitions as percentage of assets in trust (in percent) | 80.00% | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Minimum net tangible assets upon consummation of a Business Combination | $ | $ 5,000,001 | |||||||||
Restriction on redemption of common stock sold (as a percent) | 15.00% | |||||||||
Redemption obligation of shares upon non completion of business combination (as a percent) | 100.00% | |||||||||
Term to complete business combination | 24 months | |||||||||
Number of business days to redeem public shares | 10 days | |||||||||
Maximum reduction in interest to pay dissolution expenses | $ | $ 100,000 | |||||||||
IPO | ||||||||||
Initial Public Offering | ||||||||||
Number of shares issued | shares | 28,750,000 | 28,750,000 | ||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||
Warrant price (in dollars per warrant) | $ / shares | $ 11.50 | |||||||||
Over-allotment option | ||||||||||
Initial Public Offering | ||||||||||
Number of shares issued | shares | 3,750,000 | |||||||||
Private Placement | Warrant | ||||||||||
Initial Public Offering | ||||||||||
Warrants issued (in shares) | shares | 7,750,000 | |||||||||
Warrant price (in dollars per warrant) | $ / shares | $ 1 | |||||||||
Proceeds from Issuance of warrants | $ | $ 7,750,000 | |||||||||
Ordinary Shares | ||||||||||
Initial Public Offering | ||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||
Proceeds from sale of stock | $ | $ 287,500,000 | |||||||||
Anticipated share price (in dollars per share) | $ / shares | $ 10 | |||||||||
Ordinary Shares | IPO | ||||||||||
Initial Public Offering | ||||||||||
Number of shares issued | shares | 28,750,000 | |||||||||
Ordinary Shares | Over-allotment option | ||||||||||
Initial Public Offering | ||||||||||
Number of shares issued | shares | 3,750,000 | |||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||
Proceeds from sale of stock | $ | $ 287,500,000 | |||||||||
Offering Costs | $ | 15,000,000 | |||||||||
Deferred underwriting commissions | $ | $ 9,200,000 |
Description of Organization a_4
Description of Organization and Business Operations - Going Concern Consideration (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Initial Public Offering | ||
Income available outside of the Trust Account | $ 480,000 | $ 850,000 |
Working capital deficit | 18,700,000 | 836,000 |
Note payable to related party | 250,000 | 250,000 |
Advance from related party | 2,000 | 2,000 |
Net proceeds not held in Trust Account | 2,000,000 | 2,000,000 |
Maximum working capital loans which may be converted to warrants | $ 1,500,000 | $ 1,500,000 |
Exercise price of warrant (in dollars per share) | $ 1 | $ 1 |
Outstanding borrowings under working capital loans | $ 0 | $ 0 |
Sponsor | ||
Initial Public Offering | ||
Annual limit of amount released to the Company to fund working capital requirements | $ 25,000 | $ 25,000 |
Initial Public Offering (Detail
Initial Public Offering (Detail) - USD ($) | Apr. 08, 2019 | Apr. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Initial Public Offering | |||||||
Proceeds received from initial public offering, gross | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 | ||||
Exercise price of warrant (in dollars per share) | $ 1 | $ 1 | |||||
IPO | |||||||
Initial Public Offering | |||||||
Number of shares issued | 28,750,000 | 28,750,000 | |||||
Purchase price | $ 10 | ||||||
Shares in a single unit (in shares) | 1 | ||||||
Number of warrants comprised in each unit | 0.5 | ||||||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||||||
IPO | Replay Sponsor, LLC | |||||||
Initial Public Offering | |||||||
Number of shares issued | 2,500,000 | ||||||
Proceeds received from initial public offering, gross | $ 25,000,000 | ||||||
Over-allotment option | |||||||
Initial Public Offering | |||||||
Number of shares issued | 3,750,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares and Private Placement Warrants (Detail) | Apr. 08, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2021Item$ / sharesshares | Dec. 31, 2020Item$ / shares | Sep. 30, 2020$ / shares | Jun. 30, 2020$ / shares | Mar. 31, 2020$ / shares | Dec. 31, 2019$ / shares | Sep. 30, 2019$ / shares | Jun. 30, 2019$ / shares | Apr. 30, 2019USD ($) | Apr. 05, 2019shares |
Related Party Transaction [Line Items] | |||||||||||||
Issuance of ordinary shares to Sponsor (in shares) | 7,187,500 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Founder Shares were no longer subject to forfeiture | 937,500 | ||||||||||||
Minimum price per share of ordinary shares as condition to sell founder shares | $ / shares | $ 12 | $ 12 | |||||||||||
Number of trading days within 30-trading day | Item | 20 | 20 | |||||||||||
Period within which the 20 trading days at minimum price of ordinary shares | 30 days | 30 days | |||||||||||
Period after business combination when founder shares can be sold | 150 days | 150 days | |||||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 1 | $ 1 | |||||||||||
Warrants fair value disclosure | $ | $ 19,300,000 | ||||||||||||
Percentage of Founder Shares held by the Sponsor that will be vested and wholly owned by the Sponsor as of the closing of the Proposed Business Combination | 40.00% | 40.00% | |||||||||||
Percentage of Founder Shares held by the Sponsor subject to vesting and forfeiture | 60.00% | 60.00% | |||||||||||
Replay Sponsor, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of ordinary shares to Sponsor (in shares) | 7,187,500 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||
Aggregate gross proceeds | $ | $ 25,000 | ||||||||||||
Maximum Shares Subject to Forfeiture | 937,500 | ||||||||||||
Forfeiture adjusted percentage to issued and outstanding shares | 20.00% | ||||||||||||
Independent director | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate gross proceeds | $ | $ 313 | ||||||||||||
Shares transferred (in shares) | 90,000 | ||||||||||||
Private Placement Warrants | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Period after business combination when warrants shares can be sold | 30 days | 30 days | |||||||||||
Private Placement Warrants | Replay Sponsor, LLC | Private Placement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Warrants sold (in shares) | 7,750,000 | ||||||||||||
Price per share | $ / shares | $ 1 | ||||||||||||
Proceeds from Issuance of warrants | $ | $ 7,750,000 | ||||||||||||
Number of ordinary shares a warrant is exercisable for | 1 | ||||||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | ||||||||||||
Warrants fair value disclosure | $ | $ 6,975,000 |
Related Party Transactions - PI
Related Party Transactions - PIPE Agreements (Detail) - PIPE Agreements $ / shares in Units, $ in Millions | Oct. 12, 2020USD ($)$ / shares |
Related Party Transaction [Line Items] | |
Shares issued during the period value new issues | $ 250 |
Purchase price | $ / shares | $ 10 |
Affiliate of Sponsor | |
Related Party Transaction [Line Items] | |
Shares issued during the period value new issues | $ 10 |
Related Party Transactions - Wo
Related Party Transactions - Working Capital Loans (Detail) - Replay Sponsor, LLC - Working Capital Loans - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Aggregate amount that can be borrowed | $ 1.5 | $ 1.5 |
Conversion price of loan to warrant | $ 1 | $ 1 |
Commitment & Contingencies (Det
Commitment & Contingencies (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 05, 2019 | Apr. 08, 2019 |
Commitments and Contingencies | ||
Period to purchase additional shares | 45 days | |
Additional shares the underwriters can purchase | 3,750,000 | |
Underwriters discount (in dollars per unit) | $ 0.20 | |
Total underwriters discount | $ 5,250 | |
Underwriters commission (in dollars per unit) | $ 0.35 | |
Deferred underwriting commissions | $ 9,190 | $ 9,200 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Shares (Detail) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
SHAREHOLDERS' EQUITY | ||||||||
Preference shares, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 |
Preference shares, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Public Warrants | ||
Shareholders Equity [Line Items] | ||
Period after business combination when warrants become exercisable | 30 days | 30 days |
Period to file registration statement after a business combination | 15 days | 15 days |
Warrant expiration period | 5 years | 5 years |
Redemption price (in dollar per warrant) | $ 0.01 | $ 0.01 |
Notice period of warrant redemption | 30 days | 30 days |
Minimum price per share of ordinary shares as condition to redeem warrants (in dollar per share) | $ 18 | $ 18 |
Number of trading days within 30-trading day | 20 days | 20 days |
Period within which the 20 trading days at minimum price of ordinary shares | 30 days | 30 days |
Share price that triggers warrant exercise price adjustment (in dollar per share) | $ 9.20 | $ 9.20 |
Percentage gross proceeds from warrant of the total equity proceeds that triggers warrant exercise price adjustment | 60.00% | 60.00% |
Number of trading days within 30-trading day | 20 days | 20 days |
Ordinary share price with certain period that triggers price adjustment (in dollar per share) | $ 9.20 | $ 9.20 |
Warrant exercise price when price of ordinary shares during the 20-trading day period after business combination falls below $9.20 (as a percent of higher of the market value and the newly issued price) | 115.00% | 115.00% |
Warrants redemption trigger price (as a percent of higher of the market value and the newly issued price) | 180.00% | 180.00% |
Private Placement Warrants | ||
Shareholders Equity [Line Items] | ||
Period after business combination when warrants shares can be sold | 30 days | 30 days |
Fair Value Measurements (Detail
Fair Value Measurements (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 |
Fair Value Measurements | ||||||||
Investments held in Trust Account | $ 293,322,399 | $ 293,315,407 | $ 293,255,540 | $ 293,168,737 | $ 293,182,905 | $ 292,054,158 | $ 290,822,448 | $ 289,260,594 |
Level 1 | ||||||||
Fair Value Measurements | ||||||||
Investments held in Trust Account | 293,322,399 | 293,315,407 | 292,054,158 | |||||
Level 2 | ||||||||
Fair Value Measurements | ||||||||
Warrants | $ 25,408,750 | $ 35,351,250 | $ 18,817,500 |
DESCRIPTION OF ORGANIZATION A_5
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Liquidity and Capital Resources (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 12, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Apr. 08, 2019 |
Initial Public Offering | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
PIPE Agreements | ||||||||||
Initial Public Offering | ||||||||||
Shares issued during the period value new issues | $ 250 | |||||||||
Purchase price | $ 10 | |||||||||
PIPE Agreements | Affiliate of Sponsor | ||||||||||
Initial Public Offering | ||||||||||
Shares issued during the period value new issues | $ 10 | |||||||||
New Pubco | Class A common stock | ||||||||||
Initial Public Offering | ||||||||||
Right to receive number of shares of new entity | 1 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Shares exchangeable | 1 | |||||||||
New Pubco | Class B common stock | ||||||||||
Initial Public Offering | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Minimum number of shares which are entitled to vote | 1 | |||||||||
Shares exchangeable | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail) - USD ($) | Apr. 08, 2019 | Apr. 30, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 05, 2019 |
Initial Public Offering | |||||||||||||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |||||||||||||
Shares subject to possible redemption | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |||
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||
Income allocable to all shares | $ 800,000 | $ 5,600,000 | $ (18,900,000) | $ (27,200,000) | |||||||||||
Remeasurement of ordinary shares subject to possible redemption | $ 31,300,000 | ||||||||||||||
Basic and diluted weighted average shares outstanding of Founder Shares | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |||
Basic and diluted weighted average shares outstanding of Public Shares | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | ||||||||||||
Accrual for interest and penalties | 0 | 0 | $ 0 | ||||||||||||
Cash equivalents | $ 0 | $ 0 | |||||||||||||
Offering costs | $ 15,100,000 | ||||||||||||||
Underwriter discounts | 14,400,000 | ||||||||||||||
Total underwriters commission | 9,200,000 | $ 9,190,000 | |||||||||||||
Other offering costs | $ 638,000 | ||||||||||||||
IPO | |||||||||||||||
Initial Public Offering | |||||||||||||||
Shares subject to possible redemption | 28,750,000 | 28,750,000 | 28,750,000 | ||||||||||||
Number of shares issued | 28,750,000 | 28,750,000 | |||||||||||||
Public Shares | |||||||||||||||
Initial Public Offering | |||||||||||||||
Income(loss) allocation ratio | 80.00% | 80.00% | 80.00% | ||||||||||||
Founder Shares | |||||||||||||||
Initial Public Offering | |||||||||||||||
Income(loss) allocation ratio | 20.00% | 20.00% | 20.00% | ||||||||||||
Ordinary Shares | IPO | |||||||||||||||
Initial Public Offering | |||||||||||||||
Number of shares issued | 28,750,000 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2018 |
Replay Sponsor, LLC | Note | |||
Related Party Transaction [Line Items] | |||
Aggregate amount that can be borrowed | $ 250,000 | ||
Amount borrowed | 250,000 | ||
Replay Sponsor, LLC | Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Aggregate amount that can be borrowed | $ 1,500,000 | $ 1,500,000 | |
Conversion price of loan to warrant | $ 1 | $ 1 | |
A related party | General and administrative expenses loan | |||
Related Party Transaction [Line Items] | |||
Amount borrowed | $ 2,000 |
SHAREHOLDERS' EQUITY - Ordinary
SHAREHOLDERS' EQUITY - Ordinary Shares (Detail) | Apr. 08, 2019$ / sharesshares | Apr. 30, 2019shares | Mar. 31, 2021Vote$ / sharesshares | Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2020$ / sharesshares | Jun. 30, 2020$ / sharesshares | Mar. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2019$ / sharesshares | Jun. 30, 2019$ / sharesshares | Apr. 05, 2019shares |
Shareholders Equity [Line Items] | |||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Number of vote for each share | Vote | 1 | 1 | |||||||||
Common stock, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |||
Initial shareholders' ownership after initial public offering per agreement (as a percent) | 20.00% | ||||||||||
Founder Shares were no longer subject to forfeiture | 937,500 | ||||||||||
Common stock, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |||
Shares subject to possible redemption | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |||
Issuance of ordinary shares to Sponsor (in shares) | 7,187,500 | ||||||||||
Over-allotment option | |||||||||||
Shareholders Equity [Line Items] | |||||||||||
Common stock, shares outstanding | 937,500 | ||||||||||
Sale of units in initial public offering, gross (in shares) | 3,750,000 | ||||||||||
IPO | |||||||||||
Shareholders Equity [Line Items] | |||||||||||
Common stock, shares outstanding | 35,937,500 | 35,937,500 | 35,937,500 | ||||||||
Common stock, shares issued | 35,937,500 | 35,937,500 | 35,937,500 | ||||||||
Shares subject to possible redemption | 28,750,000 | 28,750,000 | 28,750,000 | ||||||||
Sale of units in initial public offering, gross (in shares) | 28,750,000 | 28,750,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of Reconciliation of Balance Sheets (Detail) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | |||||||||
Cash | $ 482,585 | $ 849,909 | $ 974,317 | $ 1,261,642 | $ 1,492,046 | $ 1,589,795 | $ 1,618,729 | $ 1,784,487 | |
Prepaid expenses | 70,849 | 10,833 | 47,084 | 83,333 | 109,585 | 62,738 | 101,988 | 138,629 | |
Total current assets | 553,434 | 860,742 | 1,021,401 | 1,344,975 | 1,601,631 | 1,652,533 | 1,720,717 | 1,923,116 | |
Investments held in Trust Account | 293,322,399 | 293,315,407 | 293,255,540 | 293,168,737 | 293,182,905 | 292,054,158 | 290,822,448 | 289,260,594 | |
Total assets | 293,875,833 | 294,176,149 | 294,276,941 | 294,513,712 | 294,784,536 | 293,706,691 | 292,543,165 | 291,183,710 | |
Current liabilities: | |||||||||
Accounts payable | 9,920,729 | 916,939 | 371,225 | 26,078 | 161,682 | 86,595 | 82,220 | 2,600 | |
Accrued expenses | 607,100 | 779,411 | 414,571 | 25,000 | 50,000 | 8,860 | 170,269 | ||
Total current liabilities | 10,527,829 | 1,696,350 | 785,796 | 51,078 | 211,682 | 95,455 | 82,220 | 172,869 | |
Warrant liability | 25,408,750 | 35,351,250 | 21,096,250 | 19,990,000 | 13,053,750 | 18,817,500 | 16,671,250 | 15,720,000 | |
Deferred underwriting commissions | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | |
Total liabilities | 45,124,079 | 46,235,100 | 31,069,546 | 29,228,578 | 22,452,932 | 28,100,455 | 25,940,970 | 25,080,369 | |
Commitments and contingencies | |||||||||
Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | 287,500,000 | |
Shareholders' Equity: | |||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 and shares subject to possible redemption) | 719 | 719 | 719 | 719 | 719 | 719 | 719 | 719 | |
Additional paid-incapital | 0 | 0 | |||||||
Retained earnings / (Accumulated deficit) | (38,748,965) | (39,559,670) | (24,293,324) | (22,215,585) | (15,169,115) | (21,894,483) | (20,898,524) | (21,397,378) | |
Total shareholders' equity | (38,748,246) | (39,558,951) | (24,292,605) | (22,214,866) | (15,168,396) | (21,893,764) | (20,897,805) | (21,396,659) | $ 22,306 |
Total Liabilities and Shareholders' Equity | $ 293,875,833 | 294,176,149 | 294,276,941 | 294,513,712 | 294,784,536 | 293,706,691 | 292,543,165 | 291,183,710 | |
As Reported | |||||||||
Current assets: | |||||||||
Cash | 849,909 | 974,317 | 1,261,642 | 1,492,046 | 1,589,795 | 1,618,729 | 1,784,487 | ||
Prepaid expenses | 10,833 | 47,084 | 83,333 | 109,585 | 62,738 | 101,988 | 138,629 | ||
Total current assets | 860,742 | 1,021,401 | 1,344,975 | 1,601,631 | 1,652,533 | 1,720,717 | 1,923,116 | ||
Investments held in Trust Account | 293,315,407 | 293,255,540 | 293,168,737 | 293,182,905 | 292,054,158 | 290,822,448 | 289,260,594 | ||
Total assets | 294,176,149 | 294,276,941 | 294,513,712 | 294,784,536 | 293,706,691 | 292,543,165 | 291,183,710 | ||
Current liabilities: | |||||||||
Accounts payable | 916,939 | 371,225 | 26,078 | 161,682 | 86,595 | 82,220 | 2,600 | ||
Accrued expenses | 779,411 | 414,571 | 25,000 | 50,000 | 8,860 | 170,269 | |||
Total current liabilities | 1,696,350 | 785,796 | 51,078 | 211,682 | 95,455 | 82,220 | 172,869 | ||
Deferred underwriting commissions | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | 9,187,500 | ||
Total liabilities | 10,883,850 | 9,973,296 | 9,238,578 | 9,399,182 | 9,282,955 | 9,269,720 | 9,360,369 | ||
Commitments and contingencies | |||||||||
Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share | 278,292,290 | 279,303,640 | 280,275,130 | 280,385,350 | 279,423,730 | 278,273,440 | 276,823,340 | ||
Shareholders' Equity: | |||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 and shares subject to possible redemption) | 811 | 801 | 791 | 790 | 800 | 811 | 826 | ||
Additional paid-incapital | 1,906,570 | 895,230 | 775,141 | 1,925,420 | 3,375,505 | ||||
Retained earnings / (Accumulated deficit) | 3,092,628 | 4,103,974 | 4,999,213 | 4,999,214 | 4,224,065 | 3,073,774 | 1,623,670 | ||
Total shareholders' equity | 5,000,009 | 5,000,005 | 5,000,004 | 5,000,004 | 5,000,006 | 5,000,005 | 5,000,001 | ||
Total Liabilities and Shareholders' Equity | 294,176,149 | 294,276,941 | 294,513,712 | 294,784,536 | 293,706,691 | 292,543,165 | 291,183,710 | ||
Restatement Adjustment | |||||||||
Current liabilities: | |||||||||
Warrant liability | 35,351,250 | 21,096,250 | 19,990,000 | 13,053,750 | 18,817,500 | 16,671,250 | 15,720,000 | ||
Total liabilities | 35,351,250 | 21,096,250 | 19,990,000 | 13,053,750 | 18,817,500 | 16,671,250 | 15,720,000 | ||
Commitments and contingencies | |||||||||
Ordinary shares, $0.0001 par value; 28,750,000 shares subject to possible redemption at $10.00 per share | 9,207,710 | 8,196,360 | 7,224,870 | 7,114,650 | 8,076,270 | 9,226,560 | 10,676,660 | ||
Shareholders' Equity: | |||||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,187,500 shares issued and outstanding (excluding 28,750,000 and shares subject to possible redemption) | (92) | (82) | (72) | (71) | (81) | (92) | (107) | ||
Additional paid-incapital | (1,906,570) | (895,230) | (775,141) | (1,925,420) | (3,375,505) | ||||
Retained earnings / (Accumulated deficit) | (42,652,298) | (28,397,298) | (27,214,798) | (20,168,329) | (26,118,548) | (23,972,298) | (23,021,048) | ||
Total shareholders' equity | $ (44,558,960) | $ (29,292,610) | $ (27,214,870) | $ (20,168,400) | $ (26,893,770) | $ (25,897,810) | $ (26,396,660) |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of Reconciliation of Balance Sheets (Parenthetical) (Detail) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Apr. 08, 2019 |
Accounting Changes and Error Corrections [Abstract] | |||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares subject to possible redemption | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preference shares, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |
Preference shares, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Preference shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |
Common stock, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of Reconciliation of Statement of Operations (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||||||||||||
General and administrative expenses | $ 9,138,787 | $ 1,058,292 | $ 96,052 | $ 167,129 | $ 111,750 | $ 120,491 | $ 263,181 | $ 134,230 | $ 1,321,473 | $ 245,980 | $ 2,392,686 | $ 327,399 | |
Loss from operations | (9,138,787) | (1,058,292) | (96,052) | (167,129) | (111,750) | (120,491) | (263,181) | (134,230) | (1,321,473) | (245,980) | (2,392,686) | (327,399) | |
Issuance costs allocated to Public Warrants | $ (648,239,000) | (648,239) | (648,239) | (648,239) | (648,239) | ||||||||
Gain on revaluation of warrant liability | 9,942,500 | (1,106,250) | (6,936,250) | 5,763,750 | (951,250) | 3,617,500 | (1,172,500) | 3,617,500 | (2,278,750) | 2,666,250 | (16,533,750) | 520,000 | |
Gain on marketable securities, dividends and interest held in Trust Account | 6,992 | 86,803 | (14,168) | 1,128,747 | 1,561,854 | 1,760,594 | 1,114,579 | 1,760,594 | 1,201,382 | 3,322,448 | 1,261,249 | 4,554,158 | |
Net (loss) income | $ 810,705 | $ (2,077,739) | $ (7,046,470) | $ 6,725,368 | $ 498,854 | $ 4,609,364 | $ (321,102) | $ 4,595,625 | $ (2,398,841) | $ 5,094,479 | $ (17,665,187) | $ 4,098,520 | |
Basic and diluted weighted average shares outstanding of Public Shares | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |
Basic and diluted net income (loss) per share, Public Shares | $ 0.02 | $ (0.06) | $ (0.20) | $ 0.19 | $ 0.02 | $ 0.33 | $ 0 | $ 0.33 | $ (0.06) | $ 0.35 | $ (0.48) | $ 0.33 | |
Basic and diluted weighted average shares outstanding of Founder Shares | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |
Basic and diluted net (loss) income per share, Founder Shares | $ 0.02 | $ (0.06) | $ (0.20) | $ 0.16 | $ 0.03 | $ (0.67) | $ (0.04) | $ (0.67) | $ (0.10) | $ (0.70) | $ (0.53) | $ (0.76) | |
As Reported | |||||||||||||
Income Statement [Abstract] | |||||||||||||
General and administrative expenses | $ 1,058,292 | $ 96,052 | $ 167,129 | $ 111,750 | $ 120,491 | $ 263,181 | $ 134,230 | $ 1,321,473 | $ 245,980 | $ 2,392,686 | $ 327,399 | ||
Loss from operations | (1,058,292) | (96,052) | (167,129) | (111,750) | (120,491) | (263,181) | (134,230) | (1,321,473) | (245,980) | (2,392,686) | (327,399) | ||
Gain on marketable securities, dividends and interest held in Trust Account | 86,803 | (14,168) | 1,128,747 | 1,561,854 | 1,760,594 | 1,114,579 | 1,760,594 | 1,201,382 | 3,322,448 | 1,261,249 | 4,554,158 | ||
Net (loss) income | $ (971,489) | $ (110,220) | $ 961,618 | $ 1,450,104 | $ 1,640,103 | $ 851,398 | $ 1,626,364 | $ (120,091) | $ 3,076,468 | $ (1,131,437) | $ 4,226,759 | ||
Basic and diluted weighted average shares outstanding of Public Shares | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | ||
Basic and diluted net income (loss) per share, Public Shares | $ 0.04 | $ 0.05 | $ 0.06 | $ 0.04 | $ 0.06 | $ 0.04 | $ 0.12 | $ 0.04 | $ 0.16 | ||||
Basic and diluted weighted average shares outstanding of Founder Shares | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||
Basic and diluted net (loss) income per share, Founder Shares | $ (0.15) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.02) | $ (0.18) | $ (0.03) | $ (0.33) | $ (0.05) | ||
Restatement Adjustment | |||||||||||||
Income Statement [Abstract] | |||||||||||||
Issuance costs allocated to Public Warrants | $ (648,239) | $ (648,239) | $ (648,239) | $ (648,239) | |||||||||
Gain on revaluation of warrant liability | $ (1,106,250) | $ (6,936,250) | $ 5,763,750 | $ (951,250) | 3,617,500 | $ (1,172,500) | 3,617,500 | $ (2,278,750) | 2,666,250 | $ (16,533,750) | 520,000 | ||
Net (loss) income | $ (1,106,250) | $ (6,936,250) | $ 5,763,750 | $ (951,250) | $ 2,969,261 | $ (1,172,500) | $ 2,969,261 | $ (2,278,750) | $ 2,018,011 | $ (16,533,750) | $ (128,239) | ||
Basic and diluted net income (loss) per share, Public Shares | $ (0.06) | $ (0.20) | $ 0.15 | $ (0.03) | $ 0.27 | $ (0.04) | $ 0.27 | $ (0.10) | $ 0.23 | $ (0.52) | $ 0.17 | ||
Basic and diluted net (loss) income per share, Founder Shares | $ (0.09) | $ (0.19) | $ 0.18 | $ 0.01 | $ (0.65) | $ (0.65) | $ 0.08 | $ (0.67) | $ (0.20) | $ (0.71) |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of Reconciliation of Statements of Cash Flows (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ (810,705) | $ (6,725,368) | $ (321,102) | $ 4,595,625 | $ (2,398,841) | $ 5,094,479 | $ (17,665,187) | $ 4,098,520 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
General and administrative expenses paid by related party | 2,206 | 2,206 | ||||||
Gain on marketable securities, dividends and interest held in Trust Account | (6,992) | (1,128,747) | (1,114,579) | (1,760,594) | (1,201,382) | (3,322,448) | (1,261,249) | (4,554,158) |
Gain on revaluation of warrant liability | (5,763,750) | 1,172,500 | (3,617,500) | 2,278,750 | (2,666,250) | 16,533,750 | (520,000) | |
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (60,016) | 16,903 | (20,595) | 15,654 | (101,988) | 51,905 | (62,738) | |
Accounts payable | 9,003,790 | 11,337 | (60,517) | (138,629) | 284,630 | 79,620 | 830,344 | 83,995 |
Accrued expenses | (172,311) | 41,140 | 16,140 | 82,575 | 405,711 | (87,694) | 770,551 | 6,166 |
Net cash used in operating activities | (367,324) | (97,749) | (328,153) | (836,317) | (615,478) | (1,002,075) | (739,886) | (948,215) |
Cash Flows from Investing Activities: | ||||||||
Cash deposited in Trust Account | (287,500,000) | (287,500,000) | (287,500,000) | |||||
Net cash used in investing activities | (287,500,000) | (287,500,000) | (287,500,000) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from note payable to related party | 250,000 | 250,000 | 250,000 | |||||
Repayment of note payable and advances from related party | (252,206) | (252,206) | (250,000) | |||||
Proceeds received from initial public offering, gross | 287,500,000 | 287,500,000 | 287,500,000 | |||||
Proceeds from private placement | 7,750,000 | 7,750,000 | 7,750,000 | |||||
Offering costs paid | (5,151,990) | (5,151,990) | (5,236,990) | |||||
Net cash provided by (used in) financing activities | 0 | 0 | 290,095,804 | 290,095,804 | 0 | 290,013,010 | ||
Net change in cash | (367,324) | (97,749) | (328,153) | 1,759,487 | (615,478) | 1,593,729 | (739,886) | 1,564,795 |
Cash - beginning of period | 849,909 | 1,589,795 | 1,589,795 | 25,000 | 1,589,795 | 25,000 | 1,589,795 | 25,000 |
Cash - end of period | 482,585 | 1,492,046 | 1,261,642 | 1,784,487 | 974,317 | 1,618,729 | 849,909 | 1,589,795 |
Supplemental disclosure of noncash activities: | ||||||||
Offering costs included in accrued expenses | 85,000 | 85,000 | ||||||
Offering costs included in accounts payable | 2,600 | 2,600 | 2,600 | |||||
Change in value of ordinary share subject to possible redemption | 26,789,590 | 26,789,590 | 26,789,590 | |||||
Deferred underwriting commissions | 9,187,500 | 9,187,500 | 9,187,500 | |||||
As Reported | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | 961,618 | 851,398 | 1,626,364 | (120,091) | 3,076,468 | (1,131,437) | 4,226,759 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
General and administrative expenses paid by related party | 2,206 | 2,206 | ||||||
Gain on marketable securities, dividends and interest held in Trust Account | (1,128,747) | (1,114,579) | (1,760,594) | (1,201,382) | (3,322,448) | (1,261,249) | (4,554,158) | |
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 16,903 | (20,595) | 15,654 | (101,988) | 51,905 | (62,738) | ||
Accounts payable | 11,337 | (60,517) | (138,629) | 284,630 | 79,620 | 830,344 | 83,995 | |
Accrued expenses | 41,140 | 16,140 | 82,575 | 405,711 | (87,694) | 770,551 | 6,166 | |
Net cash used in operating activities | (97,749) | (328,153) | (188,078) | (615,478) | (353,836) | (739,886) | (299,976) | |
Cash Flows from Investing Activities: | ||||||||
Cash deposited in Trust Account | (287,500,000) | (287,500,000) | (287,500,000) | |||||
Net cash used in investing activities | (287,500,000) | (287,500,000) | (287,500,000) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from note payable to related party | 250,000 | 250,000 | 250,000 | |||||
Repayment of note payable and advances from related party | (252,206) | (252,206) | (250,000) | |||||
Proceeds received from initial public offering, gross | 287,500,000 | 287,500,000 | 287,500,000 | |||||
Proceeds from private placement | 7,750,000 | 7,750,000 | 7,750,000 | |||||
Offering costs paid | (5,800,229) | (5,800,229) | (5,885,229) | |||||
Net cash provided by (used in) financing activities | 289,447,565 | 289,447,565 | 289,364,771 | |||||
Net change in cash | (97,749) | (328,153) | 1,759,487 | (615,478) | 1,593,729 | (739,886) | 1,564,795 | |
Cash - beginning of period | $ 849,909 | 1,589,795 | 1,589,795 | 25,000 | 1,589,795 | 25,000 | 1,589,795 | 25,000 |
Cash - end of period | 1,492,046 | 1,261,642 | 1,784,487 | 974,317 | 1,618,729 | 849,909 | 1,589,795 | |
Supplemental disclosure of noncash activities: | ||||||||
Offering costs included in accrued expenses | 85,000 | 85,000 | ||||||
Offering costs included in accounts payable | 63,750 | 2,600 | 2,600 | 2,600 | ||||
Change in value of ordinary share subject to possible redemption | 961,620 | 851,400 | 276,823,340 | (120,090) | 278,273,440 | (1,131,440) | 279,423,730 | |
Restatement Adjustment | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | 5,763,750 | (1,172,500) | 2,969,261 | (2,278,750) | 2,018,011 | (16,533,750) | (128,239) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Gain on revaluation of warrant liability | (5,763,750) | 1,172,500 | (3,617,500) | 2,278,750 | (2,666,250) | 16,533,750 | (520,000) | |
Changes in operating assets and liabilities: | ||||||||
Net cash used in operating activities | (648,239) | (648,239) | (648,239) | |||||
Cash Flows from Financing Activities: | ||||||||
Offering costs paid | 648,239 | 648,239 | 648,239 | |||||
Net cash provided by (used in) financing activities | 648,239 | 648,239 | 648,239 | |||||
Supplemental disclosure of noncash activities: | ||||||||
Offering costs included in accounts payable | (63,750) | |||||||
Change in value of ordinary share subject to possible redemption | $ (961,620) | $ (851,400) | (250,033,750) | $ 120,090 | (251,483,850) | $ 1,131,440 | (252,634,140) | |
Deferred underwriting commissions | $ 9,187,500 | $ 9,187,500 | $ 9,187,500 |
RESTATEMENT OF PREVIOUSLY ISS_7
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of Reconciliation of Statements of Cash Flows (Parenthetical) (Parenthetical) (Detail) - USD ($) | Jun. 30, 2019 | Apr. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Accounting Changes and Error Corrections [Abstract] | |||||||||||
Warrants fair value disclosure | $ 19,300,000 | ||||||||||
Issuance costs allocated to the public warrants | 648,239,000 | $ 648,239 | $ 648,239 | $ 648,239 | $ 648,239 | ||||||
Proceeds received from the sale of Private warrants in excess of their fair value, recognized as additional paid in capital | $ 775,000 | ||||||||||
Temporary equity, carrying amount, attributable to parent | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 | 287,500,000 | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 | $ 287,500,000 | |
Remeasurement of ordinary shares subject to possible redemption | $ 26,800,000 | $ 26,789,590 |