Cover
Cover | 12 Months Ended |
Dec. 31, 2020 | |
Document Information [Line Items] | |
Document Type | F-1/A |
Amendment Flag | false |
Entity Registrant Name | ARRIVAL |
Entity Central Index Key | 0001835059 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 371,149 | $ 1,586,330 |
Prepaid expenses | 73,333 | |
Total Current Assets | 444,482 | 1,586,330 |
Cash and marketable securities held in Trust Account | 259,865,172 | 258,890,370 |
Total Assets | 260,309,654 | 260,476,700 |
Current liabilities | ||
Accounts payable and accrued expenses | 5,093,599 | 90,753 |
Accrued offering costs | 40,000 | |
Income tax payable | 190,408 | 17,500 |
Total Current Liabilities | 5,284,007 | 148,253 |
Deferred underwriting fee payable | 9,056,250 | 9,056,250 |
Warrant Liability | 201,012,750 | 13,676,500 |
Total Liabilities | 215,353,007 | 22,881,003 |
Commitments | ||
Common stock subject to possible redemption, 25,986,517 and 25,889,037 shares at redemption value at December 31, 2020 and 2019, respectively | 259,865,172 | 258,890,370 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | ||
Additional paid-incapital | 0 | 0 |
(Accumulated deficit) Retained earnings | (214,909,172) | (21,295,320) |
Total Stockholders' Equity | (214,908,525) | (21,294,673) |
Total Liabilities and Stockholders' Equity | 260,309,654 | 260,476,700 |
Class A common stock | ||
Stockholders' Equity | ||
Common stock, value | 0 | 0 |
Class B common stock | ||
Stockholders' Equity | ||
Common stock, value | 647 | 647 |
Total Stockholders' Equity | $ 647 | $ 647 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock subject to possible redemption of shares | 25,986,517 | 25,889,037 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common stock subject to possible redemption of shares | 25,875,000 | 25,875,000 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 6,468,750 | 6,468,750 |
Common stock, shares outstanding | 6,468,750 | 6,468,750 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Operating expenses | $ 610,370 | $ 6,220,070 |
Loss from operations | (610,370) | (6,220,070) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 140,370 | 1,107,693 |
Change in fair value of warrant liability | (201,125) | (187,336,250) |
Gain on sale of Private Placement Warrants | 2,367,750 | |
(Loss) income before provision for income taxes | 1,696,625 | (192,448,627) |
Provision for income taxes | (17,500) | (190,423) |
Net (loss) income | $ 1,679,125 | $ (192,639,050) |
Weighted average shares outstanding of Class A redeemable common stock | 25,875,000 | 25,875,000 |
Basic and diluted net income per common share, Class A | $ 0.05 | $ (5.96) |
Weighted average shares outstanding of Class B non-redeemable common stock | 6,468,750 | 6,468,750 |
Basic and diluted net (loss) income per common share, Class B | $ 0.05 | $ (5.96) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Total | Class A common stock | Class B common stock | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance, shares at Sep. 18, 2019 | 0 | ||||
Issuance of Class B common stock to Sponsor | $ 25,000 | $ 647 | $ 24,353 | ||
Issuance of Class B common stock to Sponsor, shares | 6,468,750 | ||||
Forfeiture of Class B common stock to Sponsor | $ (65) | 65 | |||
Forfeiture of Class B common stock to Sponsor, shares | (646,875) | ||||
Issuance of Class B common stock to Direct Anchor Investors | 2,500 | $ 65 | 2,435 | ||
Issuance of Class B common stock to Direct Anchor Investors, shares | 646,875 | ||||
Sale of 25,875,000 Units, net of underwriting discounts and offering expenses | 258,750,000 | $ 2,587 | 258,747,413 | ||
Sale of 25,875,000 Units, net of underwriting discounts and offering expenses, shares | 25,875,000 | ||||
Class A common stock subject to possible redemption | (258,890,370) | $ (2,587) | (258,887,783) | ||
Class A common stock subject to possible redemption, Shares | (28,875,000) | ||||
Offering costs | (14,192,803) | $ 113,517 | $ (14,306,320) | ||
Fair value of public warrants | (8,668,125) | (8,668,125) | |||
Net income (loss) | 1,679,125 | 1,679,125 | |||
Balance at Dec. 31, 2019 | (21,294,673) | $ 647 | (21,295,320) | ||
Balance, shares at Dec. 31, 2019 | 6,468,750 | ||||
Change in value of Class A common stock subject to possible redemption | (974,802) | (974,802) | |||
Net income (loss) | (192,639,050) | (192,639,050) | |||
Balance at Dec. 31, 2020 | $ (214,908,525) | $ 647 | $ (214,909,172) | ||
Balance, shares at Dec. 31, 2020 | 6,468,750 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Parenthetical) | 3 Months Ended |
Dec. 31, 2019shares | |
Sale of units on underwriting discounts and offering expenses | 25,875,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,679,125 | $ (192,639,050) |
Adjustments to reconcile net income (loss) to net cash and cash equivalents used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (140,370) | (1,107,693) |
Change in fair value of warrant liability | 201,125 | 187,336,250 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (73,333) | |
Accounts payable and accrued expenses | 90,753 | 5,002,846 |
Income taxes payable | 17,500 | 172,908 |
Allocation of warrant liability cost | 518,591 | |
Unrealized gain on sale of private placement warrants | (2,367,750) | |
Net cash and cash equivalents used in operating activities | (1,026) | (1,308,072) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (258,750,000) | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 132,891 | |
Net cash and cash equivalents provided by (used in) investing activities | (258,750,000) | 132,891 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 27,500 | |
Proceeds from sale of Units, net of underwriting discounts paid | 253,575,000 | |
Proceeds from sale of Placement Warrants | 7,175,000 | |
Proceeds from promissory note - related party | 156,000 | |
Repayment of promissory note - related party | (181,000) | |
Payment of offering costs | (415,144) | (40,000) |
Net cash and cash equivalents (used in) provided by financing activities | 260,337,356 | (40,000) |
Net Change in Cash and Cash Equivalents | 1,586,330 | (1,215,181) |
Cash and Cash Equivalents - Beginning | 1,586,330 | |
Cash and Cash Equivalents - Ending | 1,586,330 | 371,149 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 29,924 | |
Non-cash investing and financing activities: | ||
Initial classification of Class A common stock subject to possible redemption | 258,890,370 | |
Change in value of Class A common stock subject to possible redemption | 258,890,370 | $ (974,802) |
Offering costs included in accrued offering costs | 40,000 | |
Payment of offering costs through promissory notes - related party | $ 25,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS CIIG Merger Corp. (the “Company”) was incorporated in Delaware on September 19, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the technology, media and telecommunications industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a 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 The registration statement for the Company’s Initial Public Offering was declared effective on December 12, 2019. On December 17, 2019, the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,175,000 warrants (the “Placement Warrants”) at a price of $1.00 per Placement Warrant in a private placement to CIIG Management LLC, a Delaware Limited Liability Company (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Direct Anchor Investors” the Direct Anchor Investors, together with the Sponsor, are the “initial stockholders”), generating gross proceeds of $7,175,000, which is described in Note 4. Transaction costs amounted to $14,711,394, consisting of $5,175,000 of underwriting fees, $9,056,250 of deferred underwriting fees and $480,144 of other offering costs. Following the closing of the Initial Public Offering on December 17, 2019, an amount of $258,750,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Warrants was placed in a trust account (“Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of 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 a Business Combination with one or more target businesses that together have 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 interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. 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 of the outstanding Public Shares (the “public stockholders”) 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 Public Shares, without the prior consent of the Company. The initial stockholders have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect 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, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until December 17, 2021 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The initial stockholders have 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 stockholders or any of their respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) 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 and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of December 31, 2020, the Company had $371,149 in its operating bank accounts, $259,865,172 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $4,026,644, which excludes prepaid income taxes and franchise and income taxes payable as the net amounts can be paid from the interest earned in the Trust Account. As of December 31, 2020, approximately $1,115,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2020 cash equivalents, consisting of money market funds, amounted to $356,360. The Company did not have any cash equivalents as of December 31, 2019. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Share of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Offering Costs (restated) Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $14,711,394 were charged to stockholders’ equity upon the completion of the Initial Public Offering, of which $14,192,802 were charged to shareholders’ equity upon the completion of our initial public offering, with the balance expensed as a cost of the warrant liability. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 20,112,500 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable . Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets (includes public warrants); • 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 (includes private warrants); and • Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,875,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Direct Anchor Investors purchased an aggregate of 7,175,000 Placement Warrants at a price of $1.00 per Placement Warrant, for an aggregate purchase price of $7,175,000 in a private placement. A portion of the proceeds from the Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and underlying securities will be worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In September 2019, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In November 2019, the Company effected a stock dividend for 0.125 share for each Founder Share outstanding, resulting in the Sponsor holding an aggregate of 6,468,750 Founder Shares. In November 2019, the Sponsor forfeited 646,875 Founder Shares and the Direct Anchor Investors purchased 646,875 Founder Shares for an aggregate purchase price of approximately $2,500, or approximately $0.004 per share. The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one The Founder Shares included an aggregate of up 843,750 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would own, on an as-converted The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Support Agreement The Company entered into an agreement, commencing on December 13, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020 and for the period from September 19, 2019 (inception) through December 31, 2019, the Company incurred $120,000 and $10,000, respectively, in fees for these services, of which $5,806 are included in accounts payable and accrued expenses in the accompanying balance sheets as of December 31, 2020 and 2019. Promissory Note – Related Party On October 16, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest Related Party 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Placement Warrants. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration Rights The Company entered into a registration rights agreement on December 12, 2019, with respect to the Founder Shares, Placement Warrants (and their underlying shares), and warrants (and their underlying shares) that may be issued upon conversion of Working Capital Loans and the shares of Class A common stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares. The holders of the Founder Shares, Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying shares, as applicable) will have registration rights to require the Company to register the sale of any of the securities held by them. The holders of the majority of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,175,000 in the aggregate. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $9,056,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On November 18, 2020, the Company, Arrival S.à r.l., a limited liability company (“Arrival”), Arrival Group, a newly-formed joint stock company (“Holdco”) and ARSNL Merger Sub Inc., a newly-formed Delaware corporation (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which (i) the existing ordinary and preferred shareholders of Arrival has each concurrently entered into separate exchange agreements (the “Exchange Agreements”) to contribute their respective equity interests in Arrival to Holdco in exchange for ordinary shares of Holdco (“Holdco Ordinary Shares”) (the “Share Exchanges”) and (ii) following the Share Exchanges, the Company will merge with and into Merger Sub, with the Company surviving such merger as a direct wholly owned subsidiary of Holdco (the “Merger”) and all shares of the Company’s common stock will be exchanged for Holdco Ordinary Shares as set forth in the Business Combination Agreement. The Company and Arrival will become direct wholly-owned subsidiaries of Holdco (together with the Share Exchanges, the Merger and amongst other transactions, the “Transactions”). The Transactions will be consummated subject to the deliverables and provisions as further described in the Business Combination Agreement. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2020 | |
WARRANT LIABILITY | NOTE 8. WARRANT LIABILITY Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of Warrants for Cash • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Shares of Class A Common Stock • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company’s Class A common stock; • if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if, and only if, the Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Company’s Class A common stock) as the Company’s outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day If the Company calls the Public Warrants for redemption for cash, 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 shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company 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. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per 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, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) to be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the 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 Placement Warrants will be exercisable on a cashless basis and be non-redeemable The Company accounts for the 12,937,500 warrants issued in connection with the Initial Public Offering and the 7,175,000 Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercises the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black- Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax asset at December 31, 2020 and 2019 is as follows: December 31, December 31, Deferred tax assets Startup/Organization Expenses $ 1,271,319 $ 7,296 Total deferred tax assets 1,271,319 7,296 Valuation Allowance (1,271,319 ) (7,296 ) Deferred tax asset, net of allowance $ — $ — The income tax provision for the year ended December 31, 2020 and for the period from September 19, 2019 (inception) through December 31, 2019 consists of the following: December 31, December 31, Federal Current $ 190,423 $ 17,500 Deferred (1,264,023 ) (7,296 ) State and Local Current $ — $ — Deferred — — Change in valuation allowance 1,264,023 7,296 Income tax provision $ 190,423 $ 17,500 As of December 31, 2020 and 2019, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and 2019, the change in the valuation allowance was $1,264,023 and $7,296, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance (24.7 )% 15.0 % Income tax provision (3.7 )% 36.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company classifies its U. S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity At December 31, 2020, assets held in the Trust Account were comprised of $1,160 in cash and $259,864,012 in U.S. Treasury Bills. At December 31, 2019, assets held in the Trust Account were comprised of $388 in cash and $258,889,982 in U.S. Treasury Bills. During the year ended December 31, 2020, the Company withdrew $132,891 of interest earned on the Trust Account to pay for its franchise and income taxes. The Company classifies its U. S. Treasury and equivalent securities as held-to-maturity Held-to-maturity Held-to-maturity The gross holding losses and fair value of held-to-maturity Held-To-Maturity Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 2/18/2021) $ 259,864,012 $ 197 $ 259,864,209 December 31, 2019 U.S. Treasury Securities (Matured on 3/19/2020) $ 258,889,982 $ 29,633 $ 258,919,615 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Liabilities: Level December 31, 2020 December 31, 2019 Private Placement Warrants (1) 2 $ 94,925,250 $ 4,879,000 Public Warrants (1) 1 $ 106,087,500 $ 8,797,500 |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 11. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding warrants as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. Upon review of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC on April 12, 2021, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. An instrument would be considered indexed to an entity’s own stock if its settlement amount were equal the difference between the fair value of a fixed number of the entity’s equity shares and a fixed monetary amount or an instrument that includes variables that would be inputs to the fair value of a fixed-for-fixed As a result of the above, the Company is reclassifying the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of December 31, 2019 (audited) Warrant Liability $ — $ 13,676,500 $ 13,676,500 Ordinary Shares Subject to Possible Redemption 246,272,190 12,618,180 258,890,370 Class A Ordinary Shares 125 (125 ) — Additional Paid-in Capital 4,968,144 (4,968,144 ) — Accumulated Deficit 31,091 (21,326,411 ) (21,295,320 ) Stockholders’ Equity 5,000,007 (26,294,680 ) (21,294,673 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 201,012,750 $ 201,012,750 Ordinary Shares Subject to Possible Redemption 240,969,395 18,895,777 259,865,172 Class A Ordinary Shares 185 (185 ) — Additional Paid-in Capital 10,270,879 (10,270,879 ) — Accumulated Deficit (5,271,709 ) (209,637,463 ) (214,909,172 ) Shareholders’ Equity 5,000,002 (219,908,527 ) (214,908,525 ) Period from September 19, 2019 (inception) to December 31, 2019 (audited) Change in fair value of warrant liability $ — $ (201,125 ) $ (201,125 ) Net income (loss) 31,091 1,648,034 1,679,125 Basic and diluted net loss per share, Class B 0.01 0.04 0.05 Period from January 1, 2020 to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (187,336,250 ) $ (187,336,250 ) Net income/loss $ (5,302,800 ) $ (187,336,250 ) $ (192,639,050 ) Basic and diluted net loss per share, Class B $ (0.93 ) $ (5.03 ) $ (5.96 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented 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 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2020 cash equivalents, consisting of money market funds, amounted to $356,360. The Company did not have any cash equivalents as of December 31, 2019. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Share of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. |
Offering Costs (restated) | Offering Costs (restated) Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $14,711,394 were charged to stockholders’ equity upon the completion of the Initial Public Offering, of which $14,192,802 were charged to shareholders’ equity upon the completion of our initial public offering, with the balance expensed as a cost of the warrant liability |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 20,112,500 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable . |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial instruments | Fair Value of Financial instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets (includes public warrants); • 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 (includes private warrants); and • Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of net deferred tax asset | The Company’s net deferred tax asset at December 31, 2020 and 2019 is as follows: December 31, December 31, Deferred tax assets Startup/Organization Expenses $ 1,271,319 $ 7,296 Total deferred tax assets 1,271,319 7,296 Valuation Allowance (1,271,319 ) (7,296 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of income tax provision | The income tax provision for the year ended December 31, 2020 and for the period from September 19, 2019 (inception) through December 31, 2019 consists of the following: December 31, December 31, Federal Current $ 190,423 $ 17,500 Deferred (1,264,023 ) (7,296 ) State and Local Current $ — $ — Deferred — — Change in valuation allowance 1,264,023 7,296 Income tax provision $ 190,423 $ 17,500 |
Schedule of reconciliation of federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in valuation allowance (24.7 )% 15.0 % Income tax provision (3.7 )% 36.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of gross holding losses and fair value of held-to-maturity securities | The gross holding losses and fair value of held-to-maturity Held-To-Maturity Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities (Mature on 2/18/2021) $ 259,864,012 $ 197 $ 259,864,209 December 31, 2019 U.S. Treasury Securities (Matured on 3/19/2020) $ 258,889,982 $ 29,633 $ 258,919,615 |
Schedule of assets and liabilities measured at fair value on recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Liabilities: Level December 31, 2020 December 31, 2019 Private Placement Warrants (1) 2 $ 94,925,250 $ 4,879,000 Public Warrants (1) 1 $ 106,087,500 $ 8,797,500 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Error Corrections and Prior Period Adjustments | The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. As Previously Adjustments As Restated Balance sheet as of December 31, 2019 (audited) Warrant Liability $ — $ 13,676,500 $ 13,676,500 Ordinary Shares Subject to Possible Redemption 246,272,190 12,618,180 258,890,370 Class A Ordinary Shares 125 (125 ) — Additional Paid-in Capital 4,968,144 (4,968,144 ) — Accumulated Deficit 31,091 (21,326,411 ) (21,295,320 ) Stockholders’ Equity 5,000,007 (26,294,680 ) (21,294,673 ) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 201,012,750 $ 201,012,750 Ordinary Shares Subject to Possible Redemption 240,969,395 18,895,777 259,865,172 Class A Ordinary Shares 185 (185 ) — Additional Paid-in Capital 10,270,879 (10,270,879 ) — Accumulated Deficit (5,271,709 ) (209,637,463 ) (214,909,172 ) Shareholders’ Equity 5,000,002 (219,908,527 ) (214,908,525 ) Period from September 19, 2019 (inception) to December 31, 2019 (audited) Change in fair value of warrant liability $ — $ (201,125 ) $ (201,125 ) Net income (loss) 31,091 1,648,034 1,679,125 Basic and diluted net loss per share, Class B 0.01 0.04 0.05 Period from January 1, 2020 to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (187,336,250 ) $ (187,336,250 ) Net income/loss $ (5,302,800 ) $ (187,336,250 ) $ (192,639,050 ) Basic and diluted net loss per share, Class B $ (0.93 ) $ (5.03 ) $ (5.96 ) |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Dec. 17, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Initial public offering shares | 25,875,000 | ||
Gross proceeds | $ 258,750,000 | ||
Sale of warrants | 7,175,000 | ||
Sale of stock price | $ 1 | ||
Gross proceeds from sale of warrants | $ 7,175,000 | ||
Transaction costs | 14,711,394 | $ 14,711,394 | |
Underwriting fees | 5,175,000 | ||
Deferred underwriting fees | 9,056,250 | ||
Other offering costs | $ 480,144 | ||
Business combinations aggregate fair market value, percentage | 80.00% | ||
Business combination of voting interest, percentage | 50.00% | ||
Trust account per share | $ 10 | ||
Business combination net tangible assets | $ 5,000,001 | ||
Aggregate restricted from redeemable shares | 15.00% | ||
Obligation to redeem public shares, percenatge | 100.00% | ||
Tax obligations Interest expenses | $ 100,000 | ||
Proposed public offering price per unit | $ 10 | ||
Transaction agreement trust account per shares | $ 0.1000 | ||
Balance at bank accounts | $ 371,149 | ||
Securities held in the trust account | 259,865,172 | ||
Working capital deficit | 4,026,644 | ||
Interest income for tax obligations | $ 1,115,000 | ||
Over-Allotment Option [Member] | |||
Initial public offering shares | 3,375,000 | ||
Initial public offering per unit | $ 10 | ||
Sale of warrants | 3,375,000 | ||
IPO [Member] | |||
Initial public offering per unit | $ 10 | ||
Sale of warrants | 25,875,000 | ||
Net proceeds from sale of units | $ 258,750,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 17, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Summary of significant accounting policies (Textual) | |||
Cash equivalents | $ 356,360 | ||
Offering costs charged to stockholders' equity upon the completion of the Initial Public Offering | $ 14,711,394 | $ 14,711,394 | |
Federal Depository Insurance Coverage | 250,000 | ||
Warrant [Member] | |||
Summary of significant accounting policies (Textual) | |||
Offering costs charged to stockholders' equity upon the completion of the Initial Public Offering | 14,192,802 | ||
Franchise [Member] | |||
Summary of significant accounting policies (Textual) | |||
Franchise and income taxes | $ 75,000 | $ 391,000 | |
IPO and Private Placement [Member] | |||
Summary of significant accounting policies (Textual) | |||
Purchase of warrant | 20,112,500 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Dec. 17, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Initial Public Offering (Textual) | |||
Sale of units by initial public offering | 7,175,000 | ||
IPO [Member] | |||
Initial Public Offering (Textual) | |||
Sale of units by initial public offering | 25,875,000 | ||
IPO [Member] | Warrant Holders [Member] | |||
Initial Public Offering (Textual) | |||
Class A Common stock price per share | $ 11.50 | ||
IPO [Member] | Warrant [Member] | |||
Initial Public Offering (Textual) | |||
Class A Common stock price per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Textual) | |||
Sale of units by initial public offering | 3,375,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Placement Warrant [Member] | Dec. 31, 2020USD ($)$ / sharesshares |
Private Placement (Textual) | |
Aggregate amount of purchased warrants | shares | 7,175,000 |
Purchase price of warrants | $ / shares | $ 1 |
Aggregate amount of purchased warrants value | $ | $ 7,175,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 13, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 17, 2019 | Oct. 16, 2019 |
Related Party Transactions (Textual) | ||||||
Services fees | $ 10,000 | $ 120,000 | ||||
Accounts payable and accrued expenses service fees | $ 5,806 | 5,806 | ||||
Aggregate loan amount from sponsor | $ 300,000 | |||||
Promissory note outstanding | $ 181,000 | |||||
Business combination working capital loans | $ 1,500,000 | |||||
Business combination entity price | $ 1 | |||||
Sponsor Affiliated Entity [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Description of related party transaction | The Company entered into an agreement, commencing on December 13, 2019 through the earlier of the Company's consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. | |||||
Proposed Public Offering [Member] | ||||||
Related Party Transactions (Textual) | ||||||
Founder shares description | the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In November 2019, the Company effected a stock dividend for 0.125 share for each Founder Share outstanding, resulting in the Sponsor holding an aggregate of 6,468,750 Founder Shares. In November 2019, the Sponsor forfeited 646,875 Founder Shares and the Direct Anchor Investors purchased 646,875 Founder Shares for an aggregate purchase price of approximately $2,500, or approximately $0.004 per share. The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. | |||||
Aggregate founder Shares | 843,750 | |||||
Initial stockholders own converted percentage | 20.00% | |||||
Founder shares, description | As a result of the underwriters' election to fully exercise their over-allotment option, 843,750 Founder Shares are no longer subject to forfeiture. | |||||
Description of related party transaction | The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Commitments and contingencies (Textual) | |
Registration rights, description | The Company entered into a registration rights agreement on December 12, 2019, with respect to the Founder Shares, Placement Warrants (and their underlying shares), and warrants (and their underlying shares) that may be issued upon conversion of Working Capital Loans and the shares of Class A common stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares. The holders of the Founder Shares, Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying shares, as applicable) will have registration rights to require the Company to register the sale of any of the securities held by them. The holders of the majority of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Purchased an aggregate, per unit | $ / shares | $ 0.20 |
Deferred fee | $ / shares | $ 0.35 |
Over-Allotment Option [Member] | |
Commitments and contingencies (Textual) | |
Underwriters fee expense | $ | $ 5,175,000 |
Deferred underwriting fees | $ | $ 9,056,250 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Shareholders' Equity (Textual) | ||
Preference stock, shares authorized | 1,000,000 | 1,000,000 |
Preference stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A common stock | ||
Shareholders' Equity (Textual) | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common stock subject to possible redemption | 25,875,000 | 25,875,000 |
Class A common stock | As Previously Reported [Member] | ||
Shareholders' Equity (Textual) | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B common stock | ||
Shareholders' Equity (Textual) | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,468,750 | 6,468,750 |
Common stock, shares outstanding | 6,468,750 | 6,468,750 |
Common stock aggregate converted basis percentage | 20.00% |
Warrant liability - Additional
Warrant liability - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Description of warrants redemption for cash | ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days' prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company's Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. |
Redemption of warrants for shares description | ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined, based on the redemption date and the fair market value of the Company's Class A common stock; ● if, and only if, the last reported sale price of the Company's Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of the Company's Class A common stock) as the Company's outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given. |
Common stock reported sale price | $ / shares | $ 10 |
Aggregate gross proceeds description | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) to be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price. |
Effective issue price, per share | $ / shares | $ 9.20 |
IPO [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant | shares | 12,937,500 |
Private Placement [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant | shares | 7,175,000 |
Income Tax - Schedule of net de
Income Tax - Schedule of net deferred tax asset (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Startup/Organization Expenses | $ 1,271,319 | $ 7,296 |
Total deferred tax assets | 1,271,319 | 7,296 |
Valuation Allowance | (1,271,319) | (7,296) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Tax - Schedule of income
Income Tax - Schedule of income tax provision (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Federal | ||
Current | $ 17,500 | $ 190,423 |
Deferred | (7,296) | (1,264,023) |
State and Local | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 7,296 | 1,264,023 |
Income tax provision | $ 17,500 | $ 190,423 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Change in the valuation allowance | $ 7,296 | $ 1,264,023 |
Income Tax - Schedule of reconc
Income Tax - Schedule of reconciliation of federal income tax rate (Detail) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 0.00% | 0.00% |
Change in valuation allowance | 15.00% | (24.70%) |
Income tax provision | 36.00% | (3.70%) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash held in the Trust Account | $ 388 | $ 1,160 |
U.S. Treasury Bills held in the Trust Account | $ 258,889,982 | 259,864,012 |
Cash withdrawn from Trust Account to pay franchise taxes | $ 132,891 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of gross holding losses and fair value of held-to-maturity securities (Detail) - US Treasury Securities [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Maturity date | Mar. 19, 2020 | Feb. 18, 2021 |
Amortized Cost | $ 258,889,982 | $ 259,864,012 |
Gross Holding (Loss) Gains | 29,633 | 197 |
Fair Value | $ 258,919,615 | $ 259,864,209 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of assets and liabilities measured at fair value on recurring basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Liabilities fair value | $ 94,925,250 | $ 4,879,000 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Liabilities fair value | $ 106,087,500 | $ 8,797,500 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Schedule of Error Corrections and Prior Period Adjustments (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Warrant Liability | $ 13,676,500 | $ 201,012,750 |
Ordinary Shares Subject to Possible Redemption | 258,890,370 | 259,865,172 |
Additional Paid-in Capital | 0 | 0 |
Accumulated Deficit | (21,295,320) | (214,909,172) |
Shareholders' Equity | (21,294,673) | (214,908,525) |
Change in fair value of warrant liability | (201,125) | (187,336,250) |
Net income (loss) | $ 1,679,125 | $ (192,639,050) |
Basic and diluted net loss per share | $ 0.05 | $ (5.96) |
Class B [Member] | ||
Basic and diluted net loss per share | $ 0.05 | $ (5.96) |
As Previously Reported [Member] | ||
Ordinary Shares Subject to Possible Redemption | $ 246,272,190 | $ 240,969,395 |
Class A Ordinary Shares | 125 | 185 |
Additional Paid-in Capital | 4,968,144 | 10,270,879 |
Accumulated Deficit | 31,091 | (5,271,709) |
Shareholders' Equity | 5,000,007 | 5,000,002 |
Net income (loss) | $ 31,091 | $ (5,302,800) |
As Previously Reported [Member] | Class B [Member] | ||
Basic and diluted net loss per share | $ 0.01 | $ (0.93) |
Adjustments [Member] | ||
Warrant Liability | $ 13,676,500 | $ 201,012,750 |
Ordinary Shares Subject to Possible Redemption | 12,618,180 | 18,895,777 |
Class A Ordinary Shares | (125) | (185) |
Additional Paid-in Capital | (4,968,144) | (10,270,879) |
Accumulated Deficit | (21,326,411) | (209,637,463) |
Shareholders' Equity | (26,294,680) | (219,908,527) |
Change in fair value of warrant liability | (201,125) | (187,336,250) |
Net income (loss) | $ 1,648,034 | $ (187,336,250) |
Adjustments [Member] | Class B [Member] | ||
Basic and diluted net loss per share | $ 0.04 | $ (5.03) |