Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Entity Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CCAC | ||
Entity Registrant Name | CITIC Capital Acquisition Corp. | ||
Entity Central Index Key | 0001794621 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity File Number | 001-39222 | ||
Entity Address, Address Line One | 9/F, East Tower, Genesis Beijing | ||
Entity Address, Address Line Two | No. 8 Xinyuan South Road | ||
Entity Address, City or Town | Chaoyang District, Beijing | ||
Entity Address, Country | CN | ||
Entity Address, Postal Zip Code | 100027 | ||
City Area Code | 86 10 | ||
Local Phone Number | 5802 3889 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Entity Public Float | $ 271,000,000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Description | References throughout this Amendment No. 1 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to CITIC Capital Acquisition Corp., unless the context otherwise indicates.This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of CITIC Capital Acquisition Corp., for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (the “Original Filing”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Since their issuance on February 13, 2020 at the time of the Company’s initial public offering, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. On May 8, 2021, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Staff Statement, (i) certain items on the Company’s previously issued audited balance sheet dated as of February 13, 2020 included in the Company’s Current Report on Form 8-K filed February 20, 2020, (ii) the Company’s unaudited condensed financial statements as of, and for the three months ended March 31, 2020 included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020, (iii) the Company’s unaudited condensed financial statements as of, and for the three and six months ended June 30, 2020 included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020, (iv) the Company’s unaudited condensed financial statements as of, and for the three and nine months ended September 30, 2020 included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 and (v) the Company’s previously issued audited financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) (collectively, the “Affected Period”) should no longer be relied upon and that it is appropriate to restate the Annual Report. The Company has not amended its previously filed Current Report on Form 8-K or Quarterly Reports on Form 10-Q for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report on Form 10-K, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for Warrants issued on February 13, 2020, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period. We are filing this Amendment No. 1 to include additional risk factors under Item 1A, the Management’s Discussion and Analysis of Financial Condition and Results of Operation described in Item 7, and Financial Statements and Supplementary Data described in Item 8, which such financial data give effect to the change in accounting for the Warrants as disclosed in the Original Filing, and Item 9A, Controls and Procedures. The change in accounting for the Warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the Financial Statements, in all of the Affected Periods or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this filing. The change in accounting for the Warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations for any of the Affected Periods. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 1A, Risk Factors, is hereby amended to add additional risk factors, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, and Item 8, Financial Statements and Supplementary Data, of the Original Filing are hereby amended and restated in their entirety. This Amendment No. 1 should be read in conjunction with the Original Filing and with our other filings with the SEC subsequent to the Original Filing. This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing. | ||
Capital Units | |||
Entity Information [Line Items] | |||
Trading Symbol | CCAC.U | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Security Exchange Name | NYSE | ||
Warrant | |||
Entity Information [Line Items] | |||
Trading Symbol | CCAC WS | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Security Exchange Name | NYSE | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 27,600,000 | ||
Class B common stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,900,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Cash | $ 981,606 | $ 300,000 |
Prepaid expense | 16,589 | |
Total current assets | 998,195 | 300,000 |
Deferred offering costs | 87,885 | |
Investments held in Trust Account | 277,845,876 | |
Total assets | 278,844,071 | 387,885 |
Liabilities: | ||
Accounts payable and accrued expenses | 28,509 | |
Due to related parties | 55,931 | 85,851 |
Advance from Sponsor | 300,000 | |
Total current liabilities | 84,440 | 385,851 |
Deferred underwriting commissions | 9,660,000 | |
Warrant Liabilities | 36,620,000 | |
Total liabilities | 46,364,440 | 385,851 |
Commitments Contingencies | ||
Shareholders' equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 15,528,588 | 24,310 |
Retained earnings (accumulated deficit) | (10,529,762) | (22,966) |
Total shareholders' equity | 5,000,001 | 2,034 |
Total liabilities and shareholders' equity | 278,844,071 | 387,885 |
Class A Common Stock | ||
Liabilities: | ||
Class A ordinary shares subject to possible redemption ; 22,747,963 shares and 0 shares at December 31, 2020 and 2019, respectively (at redemption value of $10.00 per share) | 227,479,630 | |
Shareholders' equity: | ||
Common stock | 485 | |
Total shareholders' equity | 485 | |
Class B common stock | ||
Shareholders' equity: | ||
Common stock | 690 | 690 |
Total shareholders' equity | $ 690 | $ 690 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Ordinary shares subject to possible redemption | 22,747,963 | |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares Issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares subject to possible redemption | 22,747,963 | |
Class A Common Stock | ||
Ordinary shares subject to possible redemption | 22,747,963 | 0 |
Ordinary shares, redemption price per share | $ 10 | $ 10 |
Ordinary shares subject to possible redemption | 22,747,963 | 0 |
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 4,852,037 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B common stock | ||
Common shares, par value | $ 0.0001 | |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
General and administrative expenses | $ 22,966 | $ 562,220 |
Loss from operations | (22,966) | (562,220) |
Other Income (expense): | ||
Excess of the fair value of the private placement warrants over the cash received | (2,932,800) | |
Warrant issuance costs | 1,044,453 | |
Change in fair value or warrant liabilities | (7,813,200) | |
Interest income and realized gain from sale of treasury securities | 0 | 1,845,877 |
Net loss | $ (22,966) | $ (10,506,796) |
Class A Common Stock | ||
Other Income (expense): | ||
Weighted average shares outstanding of ordinary shares | 0 | 27,600,000 |
Basic and diluted net income (loss) per ordinary share | $ 0 | $ 0.07 |
Class B common stock | ||
Other Income (expense): | ||
Weighted average shares outstanding of ordinary shares | 6,000,000 | 6,794,262 |
Basic and diluted net income (loss) per ordinary share | $ 0 | $ (1.82) |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Total | IPO [Member] | Class A Common Stock | Class A Common StockIPO [Member] | Class B common stock | Class B common stockIPO [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]IPO [Member] | Retained Earnings (Accumulated Deficit) [Member] | Retained Earnings (Accumulated Deficit) [Member]IPO [Member] |
Beginning balance at Sep. 08, 2019 | ||||||||||
Beginning balance, shares at Sep. 08, 2019 | 0 | |||||||||
Issuance of Class B ordinary shares to Sponsor at approximately $0.004 per share | 25,000 | $ 690 | 24,310 | |||||||
Issuance of Class B ordinary shares to Sponsor at approximately $0.004 per share, shares | 0 | 6,900,000 | ||||||||
Net loss | (22,966) | (22,966) | ||||||||
Ending balance at Dec. 31, 2019 | 2,034 | $ 690 | 24,310 | (22,966) | ||||||
Ending balance, shares at Dec. 31, 2019 | 0 | 6,900,000 | ||||||||
Issuance of Ordinary Share | 0 | $ 257,646,000 | $ 2,760 | $ 221,643,600 | ||||||
Issuance of Ordinary Share, shares | 27,600,000 | 0 | ||||||||
Offering costs charged to the shareholders' equity | (14,661,607) | (14,661,607) | ||||||||
Class A ordinary shares subject to possible redemption | (227,479,630) | $ (2,275) | (227,477,355) | |||||||
Class A ordinary shares subject to possible redemption, shares | (22,747,963) | |||||||||
Net loss | (10,506,796) | (10,506,796) | ||||||||
Ending balance at Dec. 31, 2020 | $ 5,000,001 | $ 485 | $ 690 | $ 15,528,588 | $ (10,529,762) | |||||
Ending balance, shares at Dec. 31, 2020 | 4,852,037 | 6,900,000 |
STATEMENTS OF CHANGES IN SHAR_2
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) | Dec. 31, 2020$ / shares |
Sponser [Member] | |
Shares Issued, Price Per Share | $ 0.004 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||||
Net loss | $ 8,986,375 | $ (22,966) | $ 10,432,870 | $ (814,819) | $ (10,506,796) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Realized gain and interest earned on investment held in Trust Account | 0 | (1,845,876) | |||
Excess of the fair value of the private placement warrants over the cash received | 2,932,800 | 2,932,800 | 2,932,800 | 2,932,800 | |
Warrant issuance costs | (1,044,453) | (1,044,453) | (1,044,453) | 1,044,453 | |
Change in fair value of warrant liabilities | (11,249,200) | (12,792,000) | (1,705,600) | 7,813,200 | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (16,589) | ||||
Accounts payable and accrued expenses | 28,509 | ||||
Due to related parties | 22,966 | 10,080 | |||
Net cash used in operating activities | 0 | (540,219) | |||
Cash Flows from Investing Activities: | |||||
Purchase of investments held in Trust Account | (276,000,000) | ||||
Net cash used in investing activities | (276,000,000) | ||||
Cash Flows from Financing Activities: | |||||
Proceeds from Initial Public Offering | 276,000,000 | ||||
Proceeds from private placement | 7,520,000 | ||||
Repayment of Sponsor loan | 300,000 | (300,000) | |||
Payments of offering costs | (5,998,175) | ||||
Net cash provided by financing activities | 300,000 | 277,221,825 | |||
Net Change in Cash | 300,000 | 681,606 | |||
Cash - Beginning | $ 300,000 | $ 300,000 | $ 300,000 | 300,000 | |
Cash - Ending | 300,000 | 981,606 | |||
Supplemental Disclosure of Non-cash Financing Activities: | |||||
Deferred underwriting commissions charged to additional paid in capital | 9,660,000 | ||||
Deferred offering costs paid by sponsor in exchange for founder shares | 25,000 | ||||
Original value of Class A ordinary shares subject to possible redemption | 234,052,236 | ||||
Change in value of Class A ordinary shares subject to possible redemption | (6,572,606) | ||||
Initial classification of warrant liability | $ 28,806,800 | ||||
Increase in due to related party for deferred offering costs | $ 62,885 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General CITIC Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 9, 2019. The Company was incorporated 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 the energy efficiency, clean technology and sustainability sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering described below, and, since the completion of the initial public offering, searching for a target to consummate 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 will generate non-operating The Company’s sponsor is CITIC Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2020. On February 13, 2020, the Company consummated its Initial Public Offering (the “Initial Public Offering”) of units (each, a “Unit” and collectively, the “Units”), including Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at million in deferred underwriting commissions (Note 4). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of per warrant (Note 5), generating gross proceeds of million. The Company intends to finance its initial Business Combination with the proceeds from the Initial Public Offering and private placement. Upon the closing of the Initial Public Offering and the private placement, million was held in a trust account (discussed below). As of December 31, 2020, the Company had approximately $0.98 million in cash held outside of the trust account (discussed below). Trust Account Upon the closing of the Initial Public Offering, $276 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, including the proceeds of the Private Placement Warrants, was held 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, having a maturity of 185 days or less or in money market funds meeting certain conditions under 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 an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in 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 1940, as amended (the “Investment Company Act”). The Company will provide its holders of its Class A ordinary shares (the “Public Shareholders”), par value $0.0001, 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 per-share 6 Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides 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 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or 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 (the “Combination Period”), which is February 13, 2022, or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial per-share The Company will have 24 months from the closing of the Initial Public Offering to complete its initial Business Combination. 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 Liquidation The initial shareholders 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 shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6 Going Concern As of December 31, 2020, the Company had of cash outside the Trust Account available for working capital needs. All cash and securities held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and are restricted for use either in a Business Combination or to redeem ordinary shares. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of which were repaid upon the Initial Public Offering (as described in Note 5) and the funds held outside the Trust Account and private placement (as described in Note 4 and 5). The Company anticipates that the $981,606 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined below) from the Initial Shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Prior Period Adjustment [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements On April 12, 2021, the Staff of the Securities and Exchange Commission together 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”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of September 8, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 13,800,000 Public Warrants, (ii) the 7,520,000 Private Warrants, (See Note 4 and Note 5). The Company previously accounted for all Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, T 10-K. 815-40 The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Adjustment As Restated Balance Sheet at February 13, 2020 Warrant Liability $ — $ 28,806,800 $ 28,806,800 Class A ordinary shares subject to possible redemption 262,859,036 (28,806,800 ) 234,052,236 Class A ordinary shares 131 288 419 Additional paid-in 5,024,174 3,973,967 8,998,141 Accumulated deficit $ (24,990 ) $ (3,974,255 ) $ (3,999,245 ) As Previously Adjustment As Restated Selected Balance Sheet Items at March 31, 202 0 Warrant Liability $ — $ 17,557,600 $ 17,557,600 Class A ordinary shares subject to possible redemption, 264,535,214 (17,557,596 ) 246,977,618 Class A ordinary shares 115 175 290 Additional paid-in 3,308,081 (7,272,469 ) (3,964,388 ) Accumulated deficit $ 1,691,119 $ 7,272,290 $ 8,963,409 Selected Condensed Statement of Operations Items for Three Months Ended March 31, 2020 Warrants issuance costs $ — (1,044,453 ) (1,044,453 ) Excess of the fair value of private placement warrants over the cash received — (2,932,800 ) (2,932,800 ) Unrealized loss on change in fair value of warrants — 11,249,200 11,249,200 Net income (loss) $ 1,714,085 $ 7,272,290 $ 8,986,375 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 (425,275 ) 6,474,725 Basic and diluted net loss per ordinary share, Class B $ (0.01 ) 1.13 1.12 Selected Condensed Statement of Cash Flow Items for Three Months Ended March 31, 2020 Cash Flows from Operating Activities: Net income (loss) $ 1,714,085 $ 7,272,290 $ 8,986,375 Excess of the fair value of private placement warrants over the cash received — 2,932,800 2,932,800 Warrant issuance costs — 1,044,110 1,044,110 Unrealized gain/loss on fair alue $ — $ (11,249,200 ) $ (11,249,200 ) As Previously Adjustment As Restated Selected Balance Sheet Items at June 30, 202 0 Warrant Liability $ — $ 16,014,800 $ 16,014,800 Class A ordinary shares subject to possible redemption, 264,434,096 (16,014,800 ) 248,419,296 Class A ordinary shares 116 160 276 Additional paid-in 3,404,038 (8,814,907 ) (5,410,869 ) Accumulated deficit $ 1,595,157 $ 8,814,747 $ 10,409,904 Selected Condensed Statement of Operations Items for Six Months Ended June 30, 2020 Warrants issuance costs $ — (1,044,453 ) (1,044,453 ) Excess of the fair value of private placement warrants over the cash received — (2,932,800 ) (2,932,800 ) Unrealized loss on change in fair value of warrants — 12,792,000 12,792,000 Net income (loss) $ 1,618,123 $ 8,814,747 $ 10,432,870 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 (212,637 ) 6,687,363 Basic and diluted net loss per ordinary share, Class B $ (0.03 ) 1.32 1.29 Selected Condensed Statement of Cash Flow Items for Six Months Ended June 30, 2020 Cash Flows from Operating Activities: Net income (loss) $ 1,618,123 $ 8,814,747 $ 10,432,870 Excess of the fair value of private placement warrants over the cash received — 2,932,800 2,932,800 Warrant issuance costs — 1,044,453 1,044,453 Unrealized gain ( ) fair alue $ — $ (12,792,000 ) $ (12,792,000 ) As Previously Adjustment As Restated Selected Balance Sheet Items 0 Warrant Liability $ — $ 27,101,200 $ 27,101,200 Class A ordinary shares subject to possible redemption, 264,272,806 (27,101,199 ) 237,171,607 Class A ordinary shares 118 270 388 Additional paid-in 3,565,326 2,271,382 5,836,708 Accumulated deficit $ 1,433,868 $ (2,271,653 ) $ (837,785 ) Selected Condensed Statement of Operations Items for Nine Months Ended September 30, 2020 Warrants issuance costs $ — (1,044,453 ) (1,044,453 ) Excess of the fair value of private placement warrants over the cash received — (2,932,800 ) (2,932,800 ) Unrealized loss on change in fair value of warrants — 1,705,600 1,705,600 Net income (loss) $ 1,456,834 $ (2,271,653 ) $ (814,819 ) Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 (141,241 ) 6,758,759 Basic and diluted net loss per ordinary share, Class B $ (0.06 ) (0.33 ) (0.39 ) Selected Condensed Statement of Cash Flows Items for Nine Months Ended September 30, 2020 Cash Flows from Operating Activities: Net income (loss) $ 1,456,834 $ (2,271,653 ) $ (814,819 ) Excess of the fair value of private placement warrants over the cash received — 2,932,800 2,932,800 Warrant issuance costs — 1,044,453 1,044,453 Unrealized gain ( ) fair alue $ — $ (1,705,600 ) $ (1,705,600 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US 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, 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 non-emerging opt-out opt-out Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. 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 statement, 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Investments Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are 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 Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 were allocated to public warrants and expensed, offering costs amounting to $14,661,607 were charged to shareholders’ equity upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020 , 22,747,963 Class A ordinary shares subject to possible redemption were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Income (loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary 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 7,520,000 of Class A ordinary shares in the calculation of diluted income (loss) 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 complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account and the gain on the sale of marketable securities totaling non-redeemable non-redeemable non-redeemable Net loss per share for the period from September 9, 20 19 19 of 900,000 ordinary shares that are subject to forfeiture by the Company if the over-allotment option is not exercised by the underwriters (see Note 8 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 the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the year For the Redeemable Class A ordinary shares Numerator: Earnings allocable to Redeemable Class A ordinary shares Interest income and realized gain from sale of treasury securities $ 1,845,877 $ — Re de e m able n $ 1,845,877 $ — Denominator: Weighted average redeemable Class A ordinary shares Redeemable Class A ordinary shares, basic and diluted 27,600,000 — Earnings/basic and diluted redeemable Class A ordinary shares $ 0.07 $ — Non-redeemable Numerator: Net income minus redeemable net earnings Net income (loss) $ (10,506,796 ) $ (22,966 ) Redeemable net earnings 1,845,877 — Non-redeemable $ (12,352,673 ) $ (22,966 ) Denominator: weighted average non-redeemable Non-redeemable d 6,794,262 6,000,000 Loss/ Basic and diluted non-redeemable $ (1.82 ) $ (0.00 ) Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). 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 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. amounts were accrued for the payment of interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value 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 (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of investments held in the Trust Account is determined using quoted prices in active markets. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 1 for the public warrants and level 3 for the private warrants . See Note 7 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued non-current net-cash FASB ASC 470-20, Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Text Block [Abstract] | |
Initial Public Offering | Note 4—Initial Public Offering On February 13, 2020, the Company sold one-half to adjustment. The Company paid an underwriting discount at the closing of the Initial Public Offering of $5.52 million. An additional fee of $9.66 million was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. Warrants As of December 31, 2020, there were 21,320,000 warrants outstanding, including 13,800,000 public warrants and 7,520,000 private warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b)12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). 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. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy 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, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional Class A 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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders 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 initial Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the 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 of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. 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 Class A 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. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On November 14, 2019, the Sponsor paid (the “Founder Shares”). Effective December 10, 2019, the Sponsor transferred per-share Founder Shares. On February 10, 2020, the Company effected a share capitalization of Founder Shares. On May 7, 2020, the Sponsor transferred As of December 31, 2020, the Sponsor holds Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As of December 31, 2020, the underwriter had exercised its over-allotment option in full, hence, these Founder Shares are no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary share issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). 30-trading lock-up. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. On March 30, 2020, the Sponsor transferred 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. Related Party Advances As of December 31, 2020 and 2019, the amount due to related parties was respectively. The amounts were unpaid reimbursements for the operating expenses, administrative support expenses (as described below—Administrative Services Agreement), and deferred offering costs paid by the related parties on behalf of the Company. Sponsor Loan On December 9, 2019, the Sponsor loaned the Company non-interest Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. 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, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant. As of December 31, 2020 and 2019, the Company had Administrative Services Agreement Commencing on February 13, 2020, the Company has agreed to pay the Sponsor a total of per month for office space, utilities, secretarial and administrative support services. For the year ended December 31, 2020, the Company incurred in such administrative services under this arrangement. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of February 10, 2020. These holders are entitled to certain demand and “piggyback” registration rights. 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 $5,520,000, or $0.20 per Unit of the gross proceeds of the initial 27,600,000 Units (inclusive of 3,600,000 Unit over-allotment option) sold in the Initial Public Offering, in the aggregate. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 24,000,000 Units sold in the Initial Public Offering, or $8,400,000, and (ii) $0.35 per Unit of the gross proceeds from the 3,600,000 Units sold pursuant to the over-allotment option, or $1,260,000, aggregating to a deferred fee of $9,660,000. 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. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Recurring Fair Value Measurements | Note 7— Recurring Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2020, assets held in the Trust Account were comprised of $277,845,876 in money market funds. Through December 31, 2020, the Company did not withdraw any interest earned on the Trust Account. Carrying Value Quoted Prices Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 277,845,876 $ 277,845,876 $ — $ — Liabilities: Warrant Liabilities—Public Warrants $ 23,460,000 $ 23,460,000 — — Warrant Liabilities—Private Warrants $ 13,160,000 — — $ 13,160,000 $36,620,000 $23,460,000 — $ 13,160,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Private Warrants were initially valued using a Black Scholes Option Pricing Model. The Private Warrants are considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from the post-merger announced publicly traded warrants for comparable SPAC companies as of the valuation date. A Monte Carlo Simulation Method was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, including December 31, 2020, the closing price of the public warrants was used as the fair value as of each relevant date. The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows at initial measurement and each of the following balance sheet date: Input February 13, 2020 March 31, June 30, September 30, December 31, Risk-free interest rate 1.48 % 0.5 % 0.37 % 0.35 % 0.47 % Expected term (years) 5.00 5.00 5.00 5.00 5.00 Expected volatility 22.0 % 17 % 15.0 % 21.0 % 22 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Exercise price $ 11.5 $ 11.5 $ 11.50 $ 11.50 $ 11.50 Asset Price $ 9.48 $ 9.46 $ 9.82 $ 9.83 $ 10.48 The key inputs into the Monte Carlo Simulation Method for the Public Warrants were as follows at initial measurement and March 31, 2020: Input February 13, 2020 March 31, Risk-free interest rate 1.48 % 0.5 % Expected term (years) 5.00 5.00 Expected volatility 22.0 % 17.0 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.5 $ 11.5 Asset Price $ 9.48 $ 9.46 The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Initial measurement on February 13, 2020 $ 10,452,800 $ 18,354,000 $ 28,806,800 Change in valuation inputs or other assumptions 2,707,200 5,106,000 7,813,200 Fair value as of December 31, 2020 $ 13,160,000 $ 23,460,000 $ 36,620,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from September 9, 2019 (inception) through December 31, 2020 other than the transfer of the Public Warrants from Level 3 to Level 1. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Federal Home Loan Banks [Abstract] | |
Shareholders' Equity | Note 8—Shareholders’ Equity Class A Ordinary Shares— The Company is authorized to issue per share. As of December 31, 2019, there were Class A ordinary shares issued or outstanding. As of December 31, 2020, there were Class A ordinary shares issued and outstanding, excluding Class A ordinary shares subject to possible redemption. Class B Ordinary Shares As of December 31, 2020 and 2019, there were Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary sh a The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred Shares |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—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 available to be issued and has concluded that other than the events disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 10, 2021, the Company appointed Mark B. Segall as an independent director and CITIC Capital Acquisition LLC, the Company’s Sponsor, transferred |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US 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 auditor 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 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 non-emerging opt-out opt-out |
Use of Estimates | Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. 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 statement, 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are 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 Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 were allocated to public warrants and expensed, offering costs amounting to $14,661,607 were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020 , 22,747,963 Class A ordinary shares subject to possible redemption were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Net Income (loss) per Ordinary Share | Net Income (loss) per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary 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 7,520,000 of Class A ordinary shares in the calculation of diluted income (loss) 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 complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account and the gain on the sale of marketable securities totaling non-redeemable non-redeemable non-redeemable Net loss per share for the period from September 9, 20 19 19 of 900,000 ordinary shares that are subject to forfeiture by the Company if the over-allotment option is not exercised by the underwriters (see Note 8 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 the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the year For the Redeemable Class A ordinary shares Numerator: Earnings allocable to Redeemable Class A ordinary shares Interest income and realized gain from sale of treasury securities $ 1,845,877 $ — Re de e m able n $ 1,845,877 $ — Denominator: Weighted average redeemable Class A ordinary shares Redeemable Class A ordinary shares, basic and diluted 27,600,000 — Earnings/basic and diluted redeemable Class A ordinary shares $ 0.07 $ — Non-redeemable Numerator: Net income minus redeemable net earnings Net income (loss) $ (10,506,796 ) $ (22,966 ) Redeemable net earnings 1,845,877 — Non-redeemable $ (12,352,673 ) $ (22,966 ) Denominator: weighted average non-redeemable Non-redeemable d 6,794,262 6,000,000 Loss/ Basic and diluted non-redeemable $ (1.82 ) $ (0.00 ) |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). 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 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. amounts were accrued for the payment of interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value Measurements | 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 (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of investments held in the Trust Account is determined using quoted prices in active markets. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 1 for the public warrants and level 3 for the private warrants . See Note 7 for additional information on assets and liabilities measured at fair value. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued non-current net-cash FASB ASC 470-20, |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prior Period Adjustment [Abstract] | |
Summary of Restatement of Financial Statements | The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Adjustment As Restated Balance Sheet at February 13, 2020 Warrant Liability $ — $ 28,806,800 $ 28,806,800 Class A ordinary shares subject to possible redemption 262,859,036 (28,806,800 ) 234,052,236 Class A ordinary shares 131 288 419 Additional paid-in 5,024,174 3,973,967 8,998,141 Accumulated deficit $ (24,990 ) $ (3,974,255 ) $ (3,999,245 ) As Previously Adjustment As Restated Selected Balance Sheet Items at March 31, 202 0 Warrant Liability $ — $ 17,557,600 $ 17,557,600 Class A ordinary shares subject to possible redemption, 264,535,214 (17,557,596 ) 246,977,618 Class A ordinary shares 115 175 290 Additional paid-in 3,308,081 (7,272,469 ) (3,964,388 ) Accumulated deficit $ 1,691,119 $ 7,272,290 $ 8,963,409 Selected Condensed Statement of Operations Items for Three Months Ended March 31, 2020 Warrants issuance costs $ — (1,044,453 ) (1,044,453 ) Excess of the fair value of private placement warrants over the cash received — (2,932,800 ) (2,932,800 ) Unrealized loss on change in fair value of warrants — 11,249,200 11,249,200 Net income (loss) $ 1,714,085 $ 7,272,290 $ 8,986,375 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 (425,275 ) 6,474,725 Basic and diluted net loss per ordinary share, Class B $ (0.01 ) 1.13 1.12 Selected Condensed Statement of Cash Flow Items for Three Months Ended March 31, 2020 Cash Flows from Operating Activities: Net income (loss) $ 1,714,085 $ 7,272,290 $ 8,986,375 Excess of the fair value of private placement warrants over the cash received — 2,932,800 2,932,800 Warrant issuance costs — 1,044,110 1,044,110 Unrealized gain/loss on fair alue $ — $ (11,249,200 ) $ (11,249,200 ) As Previously Adjustment As Restated Selected Balance Sheet Items at June 30, 202 0 Warrant Liability $ — $ 16,014,800 $ 16,014,800 Class A ordinary shares subject to possible redemption, 264,434,096 (16,014,800 ) 248,419,296 Class A ordinary shares 116 160 276 Additional paid-in 3,404,038 (8,814,907 ) (5,410,869 ) Accumulated deficit $ 1,595,157 $ 8,814,747 $ 10,409,904 Selected Condensed Statement of Operations Items for Six Months Ended June 30, 2020 Warrants issuance costs $ — (1,044,453 ) (1,044,453 ) Excess of the fair value of private placement warrants over the cash received — (2,932,800 ) (2,932,800 ) Unrealized loss on change in fair value of warrants — 12,792,000 12,792,000 Net income (loss) $ 1,618,123 $ 8,814,747 $ 10,432,870 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 (212,637 ) 6,687,363 Basic and diluted net loss per ordinary share, Class B $ (0.03 ) 1.32 1.29 Selected Condensed Statement of Cash Flow Items for Six Months Ended June 30, 2020 Cash Flows from Operating Activities: Net income (loss) $ 1,618,123 $ 8,814,747 $ 10,432,870 Excess of the fair value of private placement warrants over the cash received — 2,932,800 2,932,800 Warrant issuance costs — 1,044,453 1,044,453 Unrealized gain ( ) fair alue $ — $ (12,792,000 ) $ (12,792,000 ) As Previously Adjustment As Restated Selected Balance Sheet Items 0 Warrant Liability $ — $ 27,101,200 $ 27,101,200 Class A ordinary shares subject to possible redemption, 264,272,806 (27,101,199 ) 237,171,607 Class A ordinary shares 118 270 388 Additional paid-in 3,565,326 2,271,382 5,836,708 Accumulated deficit $ 1,433,868 $ (2,271,653 ) $ (837,785 ) Selected Condensed Statement of Operations Items for Nine Months Ended September 30, 2020 Warrants issuance costs $ — (1,044,453 ) (1,044,453 ) Excess of the fair value of private placement warrants over the cash received — (2,932,800 ) (2,932,800 ) Unrealized loss on change in fair value of warrants — 1,705,600 1,705,600 Net income (loss) $ 1,456,834 $ (2,271,653 ) $ (814,819 ) Weighted average shares outstanding of Class B ordinary shares, basic and diluted 6,900,000 (141,241 ) 6,758,759 Basic and diluted net loss per ordinary share, Class B $ (0.06 ) (0.33 ) (0.39 ) Selected Condensed Statement of Cash Flows Items for Nine Months Ended September 30, 2020 Cash Flows from Operating Activities: Net income (loss) $ 1,456,834 $ (2,271,653 ) $ (814,819 ) Excess of the fair value of private placement warrants over the cash received — 2,932,800 2,932,800 Warrant issuance costs — 1,044,453 1,044,453 Unrealized gain ( ) fair alue $ — $ (1,705,600 ) $ (1,705,600 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted net income (loss) per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the year For the Redeemable Class A ordinary shares Numerator: Earnings allocable to Redeemable Class A ordinary shares Interest income and realized gain from sale of treasury securities $ 1,845,877 $ — Re de e m able n $ 1,845,877 $ — Denominator: Weighted average redeemable Class A ordinary shares Redeemable Class A ordinary shares, basic and diluted 27,600,000 — Earnings/basic and diluted redeemable Class A ordinary shares $ 0.07 $ — Non-redeemable Numerator: Net income minus redeemable net earnings Net income (loss) $ (10,506,796 ) $ (22,966 ) Redeemable net earnings 1,845,877 — Non-redeemable $ (12,352,673 ) $ (22,966 ) Denominator: weighted average non-redeemable Non-redeemable d 6,794,262 6,000,000 Loss/ Basic and diluted non-redeemable $ (1.82 ) $ (0.00 ) |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary Of Company's assets and liabilities that were Measured at Fair Value on a Recurring Basis | Carrying Value Quoted Prices Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 277,845,876 $ 277,845,876 $ — $ — Liabilities: Warrant Liabilities—Public Warrants $ 23,460,000 $ 23,460,000 — — Warrant Liabilities—Private Warrants $ 13,160,000 — — $ 13,160,000 $36,620,000 $23,460,000 — $ 13,160,000 |
Summary of Change in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Initial measurement on February 13, 2020 $ 10,452,800 $ 18,354,000 $ 28,806,800 Change in valuation inputs or other assumptions 2,707,200 5,106,000 7,813,200 Fair value as of December 31, 2020 $ 13,160,000 $ 23,460,000 $ 36,620,000 |
Private Placement Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows at initial measurement and each of the following balance sheet date: Input February 13, 2020 March 31, June 30, September 30, December 31, Risk-free interest rate 1.48 % 0.5 % 0.37 % 0.35 % 0.47 % Expected term (years) 5.00 5.00 5.00 5.00 5.00 Expected volatility 22.0 % 17 % 15.0 % 21.0 % 22 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Exercise price $ 11.5 $ 11.5 $ 11.50 $ 11.50 $ 11.50 Asset Price $ 9.48 $ 9.46 $ 9.82 $ 9.83 $ 10.48 |
Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Monte Carlo Simulation Method for the Public Warrants were as follows at initial measurement and March 31, 2020: Input February 13, 2020 March 31, Risk-free interest rate 1.48 % 0.5 % Expected term (years) 5.00 5.00 Expected volatility 22.0 % 17.0 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.5 $ 11.5 Asset Price $ 9.48 $ 9.46 |
Description of Organization a_2
Description of Organization and Business Operations - Additional information (Detail) - USD ($) | Feb. 13, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Business And Basis Of Presentation [Line Items] | |||
Common stock price, per share | $ 10 | ||
Proceeds from issuance initial public offering | $ 276,000,000 | $ 276,000,000 | |
Incurring offering cost | 15,700,000 | ||
Payment of underwriting discount | $ 9,660,000 | 5,520,000 | |
Cash | $ 981,606 | $ 300,000 | |
Percentage of voting interests acquired | 50.00% | ||
Business combination, net tangible assets required to proceed | $ 5,000,001 | ||
Business Combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | ||
Business Combination required completion period after Initial Public Offering | 24 months | ||
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution | $ 10 | ||
Operating amount out of Trust account enough to operate for at least 12 months | $ 913,755 | ||
Stock Issued During Period, Value, Warrants | $ 7.52 | ||
Exercise price per share | $ 1 | ||
Proceeds from Issuance of Warrants | $ 7.52 | ||
Founder Shares [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Proceed from issuance of shares | $ 25,000 | ||
Number of shares issued | 300,000 | ||
Class A Common Stock | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Common stock par value | $ 0.0001 | $ 0.0001 | |
Class A Common Stock | Maximum [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Percentage of aggregate Public Shares restricted from redeem | 20.00% | ||
IPO [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Issuance of Ordinary Share | 27,600,000 | ||
Common stock price, per share | $ 10 | ||
IPO [Member] | Over-Allotment Option [Member] | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Issuance of Ordinary Share | 3,600,000 | ||
IPO [Member] | Class A Common Stock | |||
Organization Business And Basis Of Presentation [Line Items] | |||
Issuance of Ordinary Share | 27,600,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Additional Information (Detail) | Dec. 31, 2020shares |
Public Warrants [Member] | |
Warrants Outstanding | 13,800,000 |
Private Placement [Member] | |
Warrants Outstanding | 7,520,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Schedule Of Condensed Balance Sheet (Detail) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 13, 2020 | Dec. 31, 2019 |
Warrant liability | $ 36,620,000 | $ 27,101,200 | $ 16,014,800 | $ 17,557,600 | $ 28,806,800 | |
Class A ordinary shares subject to possible redemption, | 234,052,236 | |||||
Additional paid-in capital | 15,528,588 | 5,836,708 | (5,410,869) | (3,964,388) | $ 24,310 | |
Accumulated deficit | (10,529,762) | (837,785) | 10,409,904 | 8,963,409 | (3,999,245) | $ (22,966) |
Previously Reported | ||||||
Warrant liability | 0 | 0 | 0 | 0 | ||
Class A ordinary shares subject to possible redemption, | 262,859,036 | |||||
Additional paid-in capital | 3,565,326 | 3,404,038 | 3,308,081 | |||
Accumulated deficit | 1,433,868 | 1,595,157 | 1,691,119 | (24,990) | ||
Adjustment | ||||||
Warrant liability | 27,101,200 | 16,014,800 | 17,557,600 | 28,806,800 | ||
Class A ordinary shares subject to possible redemption, | (28,806,800) | |||||
Additional paid-in capital | 2,271,382 | (8,814,907) | (7,272,469) | |||
Accumulated deficit | (2,271,653) | 8,814,747 | 7,272,290 | (3,974,255) | ||
Class A Common Stock | ||||||
Class A ordinary shares subject to possible redemption, | 227,479,630 | 237,171,607 | 248,419,296 | 246,977,618 | ||
Class A ordinary shares | $ 485 | 388 | 276 | 290 | 419 | |
Additional paid-in capital | 8,998,141 | |||||
Class A Common Stock | Previously Reported | ||||||
Class A ordinary shares subject to possible redemption, | 264,272,806 | 264,434,096 | 264,535,214 | |||
Class A ordinary shares | 118 | 116 | 115 | 131 | ||
Additional paid-in capital | 5,024,174 | |||||
Class A Common Stock | Adjustment | ||||||
Class A ordinary shares subject to possible redemption, | (27,101,199) | (16,014,800) | (17,557,596) | |||
Class A ordinary shares | $ 270 | $ 160 | $ 175 | 288 | ||
Additional paid-in capital | $ 3,973,967 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Schedule Of Condensed Income Statement (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Warrant issuance costs | $ (1,044,453) | $ (1,044,453) | $ (1,044,453) | $ 1,044,453 | |
Excess of the fair value of the private placement warrants over the cash received | (2,932,800) | (2,932,800) | (2,932,800) | (2,932,800) | |
Unrealized loss on change in fair value of warrants | 11,249,200 | 12,792,000 | 1,705,600 | ||
Net income (loss) | 8,986,375 | $ (22,966) | 10,432,870 | (814,819) | $ (10,506,796) |
Previously Reported | |||||
Warrant issuance costs | 0 | 0 | 0 | ||
Excess of the fair value of the private placement warrants over the cash received | 0 | 0 | 0 | ||
Unrealized loss on change in fair value of warrants | 0 | 0 | 0 | ||
Net income (loss) | 1,714,085 | 1,618,123 | 1,456,834 | ||
Adjustment | |||||
Warrant issuance costs | (1,044,453) | (1,044,453) | (1,044,453) | ||
Excess of the fair value of the private placement warrants over the cash received | (2,932,800) | (2,932,800) | (2,932,800) | ||
Unrealized loss on change in fair value of warrants | 11,249,200 | 12,792,000 | 1,705,600 | ||
Net income (loss) | $ 7,272,290 | $ 8,814,747 | $ (2,271,653) | ||
Class B common stock | |||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted | 6,474,725 | 6,000,000 | 6,687,363 | 6,758,759 | 6,794,262 |
Basic and diluted net income (loss) per ordinary share | $ 1.12 | $ 0 | $ 1.29 | $ (0.39) | $ (1.82) |
Class B common stock | Previously Reported | |||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted | 6,900,000 | 6,900,000 | 6,900,000 | ||
Basic and diluted net income (loss) per ordinary share | $ (0.01) | $ (0.03) | $ (0.06) | ||
Class B common stock | Adjustment | |||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted | (425,275) | (212,637) | (141,241) | ||
Basic and diluted net income (loss) per ordinary share | $ 1.13 | $ 1.32 | $ (0.33) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Schedule Of Condensed Cash Flow Statement (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||||
Net income (loss) | $ 8,986,375 | $ (22,966) | $ 10,432,870 | $ (814,819) | $ (10,506,796) |
Excess of the fair value of private placement warrants over the cash received | 2,932,800 | 2,932,800 | 2,932,800 | 2,932,800 | |
Warrant issuance costs | 1,044,110 | 1,044,453 | 1,044,453 | ||
Unrealized gain (loss) on fair value changes of warrants | (11,249,200) | (12,792,000) | (1,705,600) | $ 7,813,200 | |
Previously Reported | |||||
Cash Flows from Operating Activities: | |||||
Net income (loss) | 1,714,085 | 1,618,123 | 1,456,834 | ||
Excess of the fair value of private placement warrants over the cash received | 0 | 0 | 0 | ||
Warrant issuance costs | 0 | 0 | 0 | ||
Unrealized gain (loss) on fair value changes of warrants | 0 | 0 | 0 | ||
Adjustment | |||||
Cash Flows from Operating Activities: | |||||
Net income (loss) | 7,272,290 | 8,814,747 | (2,271,653) | ||
Excess of the fair value of private placement warrants over the cash received | 2,932,800 | 2,932,800 | 2,932,800 | ||
Warrant issuance costs | 1,044,110 | 1,044,453 | 1,044,453 | ||
Unrealized gain (loss) on fair value changes of warrants | $ (11,249,200) | $ (12,792,000) | $ (1,705,600) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of basic and diluted net income (loss) per ordinary share (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Net Income (Loss) | $ 8,986,375 | $ (22,966) | $ 10,432,870 | $ (814,819) | $ (10,506,796) |
ClassA redeemable ordinary shares [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Interest income and realized gain from sale of treasury securities | 1,845,877 | ||||
Net earnings | $ 1,845,877 | ||||
Redeemable Class Ordinary Shares, Basic and Diluted | 27,600,000 | ||||
Earnings Per Share, Basic and Diluted | $ 0.07 | ||||
Non Redeemable Class B Ordinary Shares [Member] | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Interest income and realized gain from sale of treasury securities | $ 1,845,877 | ||||
Net earnings | $ (22,966) | $ (12,352,673) | |||
Redeemable Class Ordinary Shares, Basic and Diluted | 6,000,000 | 6,794,262 | |||
Earnings Per Share, Basic and Diluted | $ 0 | $ (1.82) | |||
Net Income (Loss) | $ (22,966) | $ (10,506,796) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Offering cost charged to the shareholders' equity | $ 14,661,607 | ||||
Ordinary shares subject to possible redemption | 22,747,963 | ||||
Gain on sale of marketable securities | $ 1,845,877 | ||||
Unrecognized tax benefits | $ 0 | 0 | |||
Accrued interest and penalties related to unrecognized tax benefits | $ 0 | 0 | |||
Federal depository insurance coverage | 250,000 | ||||
Offering cost | $ 14,661,607 | ||||
Common Class A [Member] | |||||
Ordinary shares subject to possible redemption | 0 | 22,747,963 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,520,000 | ||||
Weighted Average Number of Shares | 0 | 27,600,000 | |||
Common Class B [Member] | |||||
Weighted Average Number of Shares | 6,474,725 | 6,000,000 | 6,687,363 | 6,758,759 | 6,794,262 |
Common Class B [Member] | Over-Allotment Option [Member] | Minimum [Member] | |||||
Weighted Average Number of Shares | 900,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock price per share | $ 10 | |
Warrant exercise price per share | $ 1 | |
Payment of underwriting discount | $ 9,660 | $ 5,520 |
Additional fee payable | $ 9,660 | |
Warrants expiration term | 5 years | |
Warrants exercise price | $ 1 | |
Public Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant exercise price per share | 9.20 | |
Warrants exercise price | 9.20 | |
Redemption price per share | $ 18 | |
Warrants upon redemption, description | 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 of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | |
Warrants Outstanding | 13,800,000 | |
Public Warrant [Member] | Maximum [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share issue price per shares | $ 9.20 | |
Percentage of equity proceeds | 60.00% | |
Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share issue price per shares | $ 18 | |
Redemption price per share | $ 0.01 | |
Warrants upon redemption, description | if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Warrants Outstanding | 7,520,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, shares issued | 27,600,000 | |
Sale of stock price per share | $ 10 | |
IPO [Member] | Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, shares issued | 3,600,000 | |
Warrant | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant exercise price per share | $ 11.50 | $ 0.0001 |
Warrants exercise price | $ 11.50 | $ 0.0001 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 13, 2020 | Feb. 10, 2020 | Dec. 10, 2019 | Dec. 09, 2019 | Nov. 14, 2019 | Dec. 31, 2020 | Mar. 30, 2020 | Dec. 31, 2019 |
Shares price | $ 10 | |||||||
Ordinary shares, issued | 22,747,963 | |||||||
Warrant exercisable price | $ 1 | |||||||
Due to related parties | $ 55,931 | $ 85,851 | ||||||
Advance from Sponsor | $ 300,000 | |||||||
Repayment of Sponsor loan | $ 300,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 0 | |||||||
Private Placement Warrant [Member] | ||||||||
Purchased to aggregate warrant | 7,520,000 | |||||||
Warrant purchase price | $ 1 | |||||||
Warrant exercisable price | $ 11.50 | |||||||
Warrant transferred to related party | 940,000 | |||||||
Initial Business Combination, description | 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. | |||||||
Founder Shares [Member] | ||||||||
Payment received | $ 25,000 | |||||||
Shares price | $ 0.004 | |||||||
Ordinary share par value | $ 0.0001 | |||||||
Ordinary shares, issued | 5,750,000 | |||||||
Weighted average capitalizations shares | 1,150,000 | |||||||
Trading day, description | if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. | |||||||
Founder Shares [Member] | Director [Member] | ||||||||
Shares transferred to related party | 718,750 | |||||||
Shares Purchase price | $ 3,125 | |||||||
Number of founder shares holding | 862,500 | |||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||
Number of founder shares holding | 5,031,250 | 6,015,500 | ||||||
Founder Shares [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||||||||
Number of shares forfeited, unexercised by underwriters | 900,000 | |||||||
Founder Shares [Member] | Ross Haghighat [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 22,000 | |||||||
Administrative Support Agreement [Member] | ||||||||
Incurred administrative services | $ 105,862 | |||||||
Administrative Support Agreement [Member] | Office Space [Member] | ||||||||
Sponsor monthly payment | $ 10,000 | |||||||
Administrative Support Agreement [Member] | Utilities Secretarial [Member] | ||||||||
Sponsor monthly payment | 10,000 | |||||||
Administrative Support Agreement [Member] | Administrative Support Service [Member] | ||||||||
Sponsor monthly payment | 10,000 | |||||||
Working Capital Loan [Member] | ||||||||
Convertible debt | $ 1,500,000 | |||||||
Conversion Price | $ 1 | |||||||
Other Borrowings | $ 0 | $ 0 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Sale of stock price per share | $ / shares | $ 10 |
Deferred underwriting fees payable | $ 9,660,000 |
Underwriting Agreement [Member] | |
Cash paid underwriting discount | $ 5,520,000 |
Sale of stock price per share | $ / shares | $ 0.20 |
Sale of stock, shares issued | shares | 27,600,000 |
Deferred fee underwriters price per units | $ / shares | $ 0.35 |
Proceeds from deferred fee underwriters sold in public offering | shares | 24,000,000 |
Proceeds from deferred fee underwriters | $ 8,400,000 |
Deferred underwriting fees payable | $ 9,660,000 |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |
Sale of stock, shares issued | shares | 3,600,000 |
Proceeds from deferred fee underwriters | $ 1,260,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Additional Information (Detail) | 12 Months Ended | 16 Months Ended |
Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Assets held in Trust Account | $ 277,845,876 | $ 277,845,876 |
Amount withdraw from interest earned on the trust account | $ 0 | |
Transfers between levels | $ 0 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary Of Company's assets and liabilities that were Measured at Fair Value on a Recurring Basis (Detail) | Dec. 31, 2020USD ($) |
Assets: | |
Investments held in Trust Account | $ 277,845,876 |
Liabilities: | |
Financial Liabilities Fair Value Disclosure | 36,620,000 |
Warrant liability [Member] | Public Warrants [Member] | |
Liabilities: | |
Financial Liabilities Fair Value Disclosure | 23,460,000 |
Warrant liability [Member] | Private Warrants [Member] | |
Liabilities: | |
Financial Liabilities Fair Value Disclosure | 13,160,000 |
Money Market Funds [Member] | |
Assets: | |
Investments held in Trust Account | 277,845,876 |
Quoted Prices In Active Markets (Level 1) [Member] | |
Liabilities: | |
Financial Liabilities Fair Value Disclosure | 23,460,000 |
Quoted Prices In Active Markets (Level 1) [Member] | Warrant liability [Member] | Public Warrants [Member] | |
Liabilities: | |
Financial Liabilities Fair Value Disclosure | 23,460,000 |
Quoted Prices In Active Markets (Level 1) [Member] | Money Market Funds [Member] | |
Assets: | |
Investments held in Trust Account | 277,845,876 |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | |
Assets: | |
Investments held in Trust Account | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Liabilities: | |
Financial Liabilities Fair Value Disclosure | 13,160,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant liability [Member] | Public Warrants [Member] | |
Liabilities: | |
Financial Liabilities Fair Value Disclosure | |
Significant Other Unobservable Inputs (Level 3) [Member] | Warrant liability [Member] | Private Warrants [Member] | |
Liabilities: | |
Financial Liabilities Fair Value Disclosure | 13,160,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member] | |
Assets: | |
Investments held in Trust Account |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) | Dec. 31, 2020yr | Sep. 30, 2020yr | Jun. 30, 2020yr | Mar. 31, 2020yr | Feb. 13, 2020yr |
Private Placement Warrant [Member] | Risk-free interest rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 0.47 | 0.35 | 0.37 | 0.5 | 1.48 |
Private Placement Warrant [Member] | Expected term (years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 | 5 | 5 | 5 |
Private Placement Warrant [Member] | Expected volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 22 | 21 | 15 | 17 | 22 |
Private Placement Warrant [Member] | Dividend yield | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 | 0 | 0 |
Private Placement Warrant [Member] | Exercise price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | 11.50 | 11.5 | 11.5 |
Private Placement Warrant [Member] | Asset Price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 10.48 | 9.83 | 9.82 | 9.46 | 9.48 |
Public Warrant [Member] | Risk-free interest rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 0.5 | 1.48 | |||
Public Warrant [Member] | Expected term (years) | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 | |||
Public Warrant [Member] | Expected volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 17 | 22 | |||
Public Warrant [Member] | Dividend yield | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||
Public Warrant [Member] | Exercise price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | |||
Public Warrant [Member] | Asset Price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 9.46 | 9.48 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Summary of Change in Fair Value of Warrant Liabilities (Detail) - Fair Value, Recurring [Member] | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 28,806,800 |
Change in valuation inputs or other assumptions | 7,813,200 |
Ending balance | 36,620,000 |
Private Placement Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 10,452,800 |
Change in valuation inputs or other assumptions | 2,707,200 |
Ending balance | 13,160,000 |
Public Warrant [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 18,354,000 |
Change in valuation inputs or other assumptions | 5,106,000 |
Ending balance | $ 23,460,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 10, 2019 | |
Ordinary shares subject to possible redemption | 22,747,963 | ||
Conversion description | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | ||
Percentage conversion of common shares outstanding | 20.00% | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | |
Preferred shares, shares Issued | 0 | 0 | |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Class A Common Stock | |||
Ordinary shares, authorized | 200,000,000 | 200,000,000 | |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | |
Ordinary shares, outstanding | 0 | 0 | |
Ordinary shares subject to possible redemption | 22,747,963 | 0 | |
Ordinary shares, issued | 4,852,037 | 0 | |
Class B common stock | |||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | |
Ordinary shares, par value | $ 0.0001 | ||
Ordinary shares, outstanding | 6,900,000 | 6,900,000 | |
Voting rights | Holders are entitled to one vote for each share of Class B ordinary shares. | ||
Ordinary shares, issued | 6,900,000 | 6,900,000 |
Subsequent Events - Additional
Subsequent Events - Additional Informtion (Detail) | Feb. 10, 2021shares |
Mr Segall [Member] | Founder Shares [Member] | Subsequent Event [Member] | |
Shares, Issued | 13,000 |