Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 14, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Registrant Name | E2open Parent Holdings, Inc. | ||
Entity Central Index Key | 0001800347 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 416,898,000 | ||
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of 11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants exercisable for one share of Class A common stock at an exercise price of 11.50 | ||
Security Exchange Name | NYSE | ||
Trading Symbol | ETWO WS | ||
Class A common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Trading Symbol | ETWO | ||
Entity Common Stock, Shares Outstanding | 187,051,142 | ||
Class V common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 35,636,680 |
BALANCE SHEET
BALANCE SHEET - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 13, 2020 |
Current assets: | |||||
Cash and cash equivalents | $ 455,318 | $ 1,446,391 | $ 1,643,079 | ||
Prepaid expenses | 302,315 | 366,791 | 465,063 | ||
Total current assets | 757,633 | 1,813,182 | 2,108,142 | ||
Investments held in Trust Account | 414,049,527 | 414,039,090 | 414,028,653 | ||
Total Assets | 414,807,160 | 415,852,272 | 416,136,795 | ||
Current liabilities: | |||||
Accrued expenses | 2,147,682 | 1,141,145 | 217,145 | ||
Accounts payable | 1,260,831 | 775,431 | 872,438 | ||
Due to related party | 24,399 | 17,572 | |||
Total current liabilities | 3,432,912 | 1,934,148 | 1,089,583 | ||
Deferred legal fees | 947,087 | 947,087 | 947,087 | ||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | 14,490,000 | ||
Derivative liabilities | 99,115,200 | 51,265,800 | |||
Total Liabilities | 117,985,199 | 83,977,835 | 67,792,470 | ||
Commitments and Contingencies (Note 8) | |||||
Class A ordinary shares, $0.0001 par value; 29,182,196 shares subject to possible redemption at $10.00 per share | 291,821,955 | 326,874,430 | 343,344,320 | ||
Shareholders' Equity | |||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |||||
Additional paid-in capital | 76,269,141 | 41,217,017 | 24,747,292 | ||
Accumulated deficit | (71,271,892) | (36,219,416) | (19,749,528) | ||
Total shareholders' equity | 5,000,007 | 5,000,005 | $ 2,223 | $ 0 | |
Total Liabilities and Shareholders' Equity | 414,807,160 | 415,852,272 | 416,136,795 | ||
Class A common stock | |||||
Shareholders' Equity | |||||
Ordinary shares | 1,222 | 871 | 706 | ||
Total shareholders' equity | 1,222 | 871 | 706 | ||
Class B common stock | |||||
Shareholders' Equity | |||||
Ordinary shares | 1,535 | 1,535 | 1,535 | ||
Total shareholders' equity | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - CC NEUBERGER PRINCIPAL HOLDINGS I | Dec. 31, 2020$ / sharesshares |
Preference shares, par value | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 |
Preference shares, shares issued | 0 |
Preference shares, shares outstanding | 0 |
Class A common stock | |
Shares subject to possible redemption, par value per share | $ / shares | $ 0.0001 |
Shares subject to possible redemption, shares authorized | 29,182,196 |
Shares subject to possible redemption | 29,182,196 |
Shares subject to possible redemption, price per share | $ / shares | $ 10 |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 |
Ordinary shares, shares issued | 5,198,964 |
Ordinary shares, shares outstanding | 5,198,964 |
Class B common stock | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 |
Ordinary shares, shares issued | 15,350,000 |
Ordinary shares, shares outstanding | 15,350,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating expenses | ||||||
General and administrative expenses | $ 1,139,525 | $ 172,519 | $ 195,296 | $ 1,334,821 | $ 3,889,134 | |
Loss from operations | (1,139,525) | (172,519) | (195,296) | (1,334,821) | (3,889,134) | |
Net gain from investments held in Trust Account | 10,437 | 28,653 | 28,653 | 39,090 | 49,527 | |
Loss from change in fair value of derivative liabilities | $ (15,340,800) | (18,152,800) | (18,152,800) | (33,493,600) | (66,002,200) | |
Financing cost - derivative liabilities | $ (1,430,085) | $ (1,430,085) | (1,430,085) | (1,430,085) | ||
Net loss | $ (22,777) | $ (36,219,416) | $ (71,271,892) | |||
Class A common stock | ||||||
Operating expenses | ||||||
Weighted average shares outstanding | 41,400,000 | 41,400,000 | 41,400,000 | 41,400,000 | 41,400,000 | |
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Class B common stock | ||||||
Operating expenses | ||||||
Weighted average shares outstanding | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | |
Basic and diluted net loss per share | $ (1.07) | $ (1.29) | $ (1.29) | $ (4.65) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | Common StockClass A common stock | Common StockClass B common stockSponsor | Common StockClass B common stock | Additional Paid-In CapitalClass B common stockSponsor | Additional Paid-In CapitalSponsor | Additional Paid-In Capital | Accumulated Deficit | Class A common stock | Class B common stockSponsor | Class B common stock | Sponsor | Total |
Beginning balance at Jan. 13, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Beginning balance (in shares) at Jan. 13, 2020 | 0 | 0 | ||||||||||
Changes in Stockholders' Equity | ||||||||||||
Issuance of ordinary shares | $ 1,535 | $ 23,465 | $ 23,465 | $ 25,000 | ||||||||
Issuance of ordinary shares (in shares) | 15,350,000 | 15,350,000 | ||||||||||
Net loss | (22,777) | (22,777) | ||||||||||
Ending balance at Mar. 31, 2020 | $ 1,535 | 23,465 | (22,777) | $ 1,535 | 2,223 | |||||||
Ending balance (in shares) at Mar. 31, 2020 | 15,350,000 | 15,350,000 | ||||||||||
Beginning balance at Jan. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |||||||
Beginning balance (in shares) at Jan. 13, 2020 | 0 | 0 | ||||||||||
Ending balance at Jun. 30, 2020 | $ 620 | $ 1,535 | $ 706 | $ 1,535 | 5,000,005 | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 6,196,708 | 15,350,000 | 7,065,568 | 15,350,000 | ||||||||
Beginning balance at Jan. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |||||||
Beginning balance (in shares) at Jan. 13, 2020 | 0 | 0 | ||||||||||
Changes in Stockholders' Equity | ||||||||||||
Net loss | (36,219,416) | |||||||||||
Ending balance at Sep. 30, 2020 | $ 733 | $ 1,535 | $ 871 | $ 1,535 | 5,000,007 | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 7,327,417 | 15,350,000 | 8,712,557 | 15,350,000 | ||||||||
Beginning balance at Jan. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |||||||
Beginning balance (in shares) at Jan. 13, 2020 | 0 | 0 | ||||||||||
Changes in Stockholders' Equity | ||||||||||||
Issuance of ordinary shares | $ 1,535 | $ 23,465 | $ 25,000 | |||||||||
Issuance of ordinary shares (in shares) | 15,350,000 | |||||||||||
Sale of units in initial public offering, gross | $ 4,140 | 413,995,880 | 414,000,000 | |||||||||
Sale of units in initial public offering, gross (in shares) | 41,400,000 | |||||||||||
Offering costs | (23,098,147) | (23,098,147) | ||||||||||
Initial recognition of forward purchase agreement | 351,000 | 351,000 | ||||||||||
Initial recognition of derivative liabilities | (23,184,000) | (23,184,000) | ||||||||||
Shares subject to possible redemption | $ (2,918) | (291,819,037) | (291,821,955) | |||||||||
Shares subject to possible redemption (in shares) | (29,182,196) | |||||||||||
Net loss | (71,271,892) | (71,271,892) | ||||||||||
Ending balance at Dec. 31, 2020 | $ 1,535 | $ 1,222 | $ 1,535 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 15,350,000 | 12,217,804 | 15,350,000 | |||||||||
Beginning balance at Mar. 31, 2020 | $ 1,535 | 23,465 | $ (22,777) | $ 1,535 | 2,223 | |||||||
Beginning balance (in shares) at Mar. 31, 2020 | 15,350,000 | 15,350,000 | ||||||||||
Changes in Stockholders' Equity | ||||||||||||
Sale of units in initial public offering, gross | $ 4,140 | $ 4,140 | ||||||||||
Sale of units in initial public offering, gross (in shares) | 41,400,000 | 41,400,000 | ||||||||||
Initial recognition of forward purchase agreement | 351,000 | 351,000 | ||||||||||
Initial recognition of derivative liabilities | $ (23,184,000) | (23,184,000) | ||||||||||
Shares subject to possible redemption | $ (3,520) | $ 3,434 | ||||||||||
Shares subject to possible redemption (in shares) | (35,203,292) | (34,334,432) | ||||||||||
Ending balance at Jun. 30, 2020 | $ 620 | $ 1,535 | $ 706 | $ 1,535 | 5,000,005 | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 6,196,708 | 15,350,000 | 7,065,568 | 15,350,000 | ||||||||
Changes in Stockholders' Equity | ||||||||||||
Shares subject to possible redemption | $ 113 | $ 113 | ||||||||||
Shares subject to possible redemption (in shares) | 1,130,709 | 1,646,969 | ||||||||||
Ending balance at Sep. 30, 2020 | $ 733 | $ 1,535 | $ 871 | $ 1,535 | $ 5,000,007 | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 7,327,417 | 15,350,000 | 8,712,557 | 15,350,000 | ||||||||
Changes in Stockholders' Equity | ||||||||||||
Shares subject to possible redemption | $ 200 | $ 351 | ||||||||||
Shares subject to possible redemption (in shares) | 1,997,707 | 3,505,247 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 1,535 | $ 1,222 | $ 1,535 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 15,350,000 | 12,217,804 | 15,350,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - CC NEUBERGER PRINCIPAL HOLDINGS I | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (71,271,892) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by Sponsor pursuant to note payable | 8,868 |
Net gain from investments held in Trust Account | (49,527) |
Loss from change in fair value of derivative liabilities | 37,927,200 |
Loss from change in fair value of forward purchase agreement | 28,075,000 |
Financing cost - derivative liabilities | 1,430,085 |
Changes in operating assets and liabilities: | |
Prepaid expenses | 137,685 |
Accrued expenses | 2,066,537 |
Accounts payable | 445,831 |
Net cash used in operating activities | (1,230,213) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (414,000,000) |
Net cash used in investing activities | (414,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (125,206) |
Proceeds received from related party | 24,399 |
Proceeds received from initial public offering, gross | 414,000,000 |
Proceeds received from private placement | 10,280,000 |
Payment of offering costs | (8,493,662) |
Net cash provided by financing activities | 415,685,531 |
Net increase in cash and cash equivalents | 455,318 |
Cash and cash equivalents - beginning of the period | 0 |
Cash and cash equivalents - end of the period | 455,318 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs issued in exchange of Class B ordinary shares to Sponsor | 25,000 |
Offering costs included in accrued expenses | 81,145 |
Offering costs included in accounts payable | 375,000 |
Offering costs funded with note payable | 116,338 |
Prepaid expenses included in accounts payable | 440,000 |
Deferred underwriting commissions in connection with the initial public offering | 14,490,000 |
Deferred legal fees | 947,087 |
Initial value of ordinary shares subject to possible redemption | 352,141,880 |
Change in value of ordinary shares subject to possible redemption | $ (60,319,925) |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | NOTE 1-DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION CC Neuberger Principal Holdings I (the “Company”) was incorporated as a Cayman Islands exempted company on January 14, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified ("Business Combination"). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus in the financial, technology and business services sectors. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from January 14, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering described below and since the closing of the initial public offering, the search for a prospective initial 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering (the “Initial Public Offering”). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is CC Neuberger Principal Holdings I Sponsor LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company’s Initial Public Offering was declared effective on April 23, 2020. On April 28, 2020, the Company consummated its Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $24.5 million, inclusive of approximately $14.5 million in deferred underwriting commissions and approximately $0.9 million in deferred legal fees (Note 8). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,280,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of approximately $10.3 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) and invested in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its 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. The Company’s initial Business Combination must be 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 (as defined below) (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with 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, or the Investment Company Act. The Company will provide its holders of the Public Shares (the "Public Shareholders") with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 8). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the "Amended and Restated Memorandum and Articles of Association"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the "SEC"), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of our Founder Shares prior to this Initial Public Offering (the "Initial Shareholders") have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees will have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or April 28, 2022 (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 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Company’s Amended and Restated Memorandum and Articles of Association will provide that, if the Company winds up for any other reason prior to the consummation of the initial Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). 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 should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Consummated Business Combination On February 4, 2021, the Company domesticated into a Delaware corporation and consummated the acquisition of certain equity interests of E2open Holdings, LLC (“E2open”) as a result of a series of mergers pursuant to a Business Combination Agreement, dated as of October 14, 2020. See the Form 8-K, filed with the SEC on February 10, 2021 for additional information. Liquidity As of December 31, 2020, the Company had approximately $455,000 in its operating bank account and a working capital deficit of approximately $2.7 million. The Company’s liquidity needs to date have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, the loans from the Sponsor of approximately $125,000 to the Company under the Note (see Note 6) to cover for offering costs in connection with the Initial Public Offering, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note on May 29, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in the Trust Account and invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The investments in money market funds held in Trust Account are generally convertible to cash within the Trust Account on a same-day basis. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or its results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. At December 31, 2020, the Company’s investments held in Trust Account consists entirely of money market funds which invest only in direct U.S. government treasury obligations. Cash and cash equivalents The Company considers all short-term investments held within its operating account, with an original maturity of three months or less when purchased, to be cash equivalents. The Company had approximately $414.0 million in cash equivalents held in the Trust Account as of December 31, 2020. Investments in money market funds held in trust account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in Trust Account are classified as trading securities, which are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of trading securities is included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, Other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. Fair Value of Financial instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under the FASB ASC 820, "Fair Value Measurements," approximates the carrying amounts represented in the accompanying balance sheet. 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.U.S. 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 Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The company's Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. Offering costs associated with the initial public offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering in April 2020. Derivative Liability We have public and private placement warrants as well as warrants available under the Forward Purchase Agreement. We classify as equity any contracts that (i) require physical settlement or net-share settlement or (ii) give us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement). We classify as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside our control) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For warrants that are classified as liabilities, we record the fair value of the equity-linked contract at each balance sheet date and record change in the statements of operations as a (gain) loss on change in fair value of warrant liability. The Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. 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, at December 31, 2020, 29,182,196 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net loss per ordinary share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and private placement warrants underlying the Private Placement Units to purchase an aggregate of 24,080,000 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The Company's statements of operations include a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A ordinary shares for the period from January 14, 2020 (inception) through December 31, 2020 is calculated by dividing the investment income on Trust Account of $49,527, by the weighted average number of Class A ordinary shares outstanding since issuance. Net loss per share, basic and diluted for Class B ordinary shares for the period from January 14, 2020 (inception) through December 31, 2020 is calculated by dividing the net loss of $71,271,892 , less net income attributable to Class A ordinary shares of approximately $49,527, resulting in a net loss of $71,321,419, by the weighted average number of Class B ordinary shares outstanding for the periods. Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
PRIOR PERIOD RESTATEMENT
PRIOR PERIOD RESTATEMENT | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
PRIOR PERIOD RESTATEMENT | NOTE 3. PRIOR PERIOD RESTATEMENT On April 12, 2021, the SEC issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”). This public statement highlighted the complex nature of warrants issued in connection with a SPAC’s formation and initial registered offering and the potential accounting implications of certain terms that may be common in warrants included in SPAC transactions to determine if any errors exist in previously-filed financial statements. With this new public statement, the Company determined that a fresh evaluation of the accounting for the warrants was necessary. Under U.S. GAAP, an equity-linked financial instrument, such as a warrant, must be considered indexed to a company’s own stock in order to qualify for equity classification. If an event is not within a company’s control, potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant could result in the warrant classified as an asset or a liability rather than equity resulting in fair value measurement each reporting period. In addition, because the Company’s warrants include a cash settlement feature that could arise in certain events (specifically, in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of the Company’s Class A common stock, all holders of the warrants would be entitled to receive cash for their warrants), the Company determinet that the warrants should have been accounted for as a liability, recorded at fair value at the date of issuance and marked to market at each balance sheet date. The forward purchase agreement was also determined to be a derivative instrument requiring recognition as an asset or a liability due to similar cash settlement features of the warrants included in the forward purchase agreement. All changes in fair value should have been recorded in earnings. In order to properly reflect the change in accounting for the warrants, the unaudited financial statements for the three months ended June 30, 2020 and period from January 14, 2020 (inception) through June 30, 2020 and three months ended September 30, 2020 and period from January 14, 2020 (inception) through September 30, 2020, as well as the audited financial statements for the period from January 14, 2020 (inception) through December 31, 2020, required restatement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING On April 28, 2020, the Company sold 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $24.5 million, inclusive of approximately $14.5 million in deferred underwriting commissions and approximately $0.9 million in deferred legal fees. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant ("Public Warrant"). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of approximately $10.3 million. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Certain proceeds of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder shares On January 16, 2020, the Company issued 2,875,000 Class B ordinary shares to the Sponsor (the "Founder Shares") in exchange for a payment of $25,000 for offering costs made by the Sponsor on behalf of the Company. On March 6, 2020, the Company effected a share capitalization resulting in the Sponsor holding an aggregate of 13,625,000 founder shares. On March 6, 2020, the Sponsor transferred 50,000 Founder Shares to each of Keith W. Abell and Eva F. Huston, the Company’s independent director nominees. On April 23, 2020, the Company effected a share capitalization resulting in an aggregate of 15,350,000 Founder Shares issued and outstanding. The Sponsor currently owns an aggregate of 15,250,000 Class B ordinary shares and the independent directors, collectively, currently own an aggregate of 100,000 Class B ordinary shares. All shares and the associated amounts have been retroactively restated to reflect the aforementioned share capitalization. On April 24, 2020, the underwriters exercised their 15% over-allotment option in full; thus, the Founder Shares were no longer subject to forfeiture. The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares 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 shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the 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, the Founder Shares will be released from the lock-up. Due to related party During the period from January 14, 2020 (inception) through December 31, 2020, the Sponsor paid approximately $24,000 of expenses on behalf of the Company. The amount is classified as a payable in current liabilities as of December 31, 2020 within the accompanying balance sheet. Related party loans On January 16, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the "Note"). The Note is non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company borrowed approximately $125,000 under the Note. On May 29, 2020, the Company repaid the Note to the Sponsor in full. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. The Company had no borrowings under the Working Capital Loans as of December 31, 2020. Forward purchase agreement In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement (the "Forward Purchase Agreement") with Neuberger Berman Opportunistic Capital Solutions Master Fund LP ("NBOKS"), a member of the Sponsor, which provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share (the "Forward Purchase Shares") and one-fourth of one warrant to purchase one Class A ordinary share at $11.50 per share (the "Forward Purchase Warrants"), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination. The Forward Purchase Agreement allows NBOKS to be excused from its purchase obligation in connection with a specific business combination if NBOKS does not have sufficient committed capital allocated to the Forward Purchase Agreement to fulfill its funding obligations under such Forward Purchase Agreement in respect of such business combination. Prior to an initial Business Combination, NBOKS intends to raise additional committed capital such that the condition described in the preceding sentence is met, but there can be no assurance that additional capital will be available. The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by the public shareholders. The Forward Purchase Shares and Forward Purchase Warrants will be issued only in connection with the closing of the initial Business Combination. The proceeds from the sale of Forward Purchase Shares may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
FAIR VALUE MEASUREMENTS | NOTE 7. FAIR VALUE MEASUREMENT As of December 31, 2020, the carrying values of cash, accounts payable, warrants, accrued expenses and amounts due to a related party approximate their fair values due to the short-term nature of the instruments. The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) , and are therefore excluded from the levels of the fair value hierarchy. The Company’s warrant liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). A reconciliation of the beginning and ending balances of the warrant liability is summarized below: Asset Liability Beginning of period — — Acquisition date fair value of warrants: Public warrants issued in the initial public offering — 23,184,000 Private placement warrants issued in connection with the initial public offering — 10,280,000 Forward Purchase Agreement asset/liability 351,000 — Total acquisition date fair value of derivative liabilities 351,000 33,464,000 Change in fair value of derivative liabilities — 37,927,200 Change in fair value of forward purchase agreement (351,000) 27,724,000 End of period — 99,115,200 The Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The company's Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Registration and shareholder rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the Forward Purchase Agreement, the Company has agreed to use its reasonable best efforts (i) to file within 30 days after the closing of a Business Combination a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which NBOKS or its assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides that these holders will have certain "piggy-back" registration rights to include their securities in other registration statements filed by the Company. Underwriting agreement The Company granted the underwriters a 45‑day option from the date of the final prospectus to purchase up to 5,400,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On April 24, 2020, the underwriters fully exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $8.3 million, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred underwriting commission of $0.35 per unit, or approximately $14.5 million. 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. Deferred legal fees The Company obtained legal advisory services from two legal counsel firms in connection with the Initial Public Offering and agreed to pay their fees upon the consummation of the initial Business Combination. As of December 31, 2020, the Company recorded approximately $0.9 million in deferred legal fees in connection with such agreements in the accompanying balance sheet. |
SHAREHOLDERS' EQUITY AND REDEEM
SHAREHOLDERS' EQUITY AND REDEEMABLE EQUITY INTERESTS | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
SHAREHOLDERS' EQUITY AND REDEEMABLE EQUITY INTERESTS | NOTE 9. SHAREHOLDERS’ EQUITY AND REDEEMABLE EQUITY INTERESTS Class A ordinary shares —The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2020, there were 41,400,000 Class A ordinary shares issued or outstanding, including 29,182,196 Class A ordinary shares subject to possible redemption, which are classified as temporary equity, outside of shareholders’ equity in the accompanying balance sheet. Class B ordinary shares —The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On January 16, 2020, 2,875,000 Class B ordinary shares were issued and outstanding. On March 6, 2020, the Company effected a share capitalization resulting in an aggregate of 13,625,000 Class B ordinary shares issued and outstanding. On April 23, 2020, the Company effected a share capitalization resulting in an aggregate of 15,350,000 of Class B ordinary shares issued and outstanding. All shares and the associated amounts have been retroactively restated to reflect the aforementioned share capitalization in the accompanying financial statements. As of December 31, 2020, there were 15,350,000 Class B ordinary shares issued or outstanding. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis. However, if additional Class A ordinary shares or any other 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 sum of (i) the total number of ordinary shares outstanding upon completion of the Initial Public Offering plus (ii) 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 upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Preference shares —The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of December 31, 2020 , there were no preference shares issued or outstanding. Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. 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 Public 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 permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable 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 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 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" 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, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public Warrants and the Forward Purchase Warrants for redemption: · 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 sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) 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. If the Company calls the Public Warrants for redemption as described above, 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. Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants and Forward Purchase Warrants: · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the agreed table, based on the redemption date and the "fair market value" of the Class A ordinary shares; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The "fair market value" of the Class A ordinary shares shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 10. QUARTERLY FINANCIAL DATA (UNAUDITED) In lieu of filing amended quarterly reports on Form 10-Q, the following tables represent the Company’s restated unaudited financial statements for each of the quarters during the period from January 14, 2020 (inception) through December 31, 2020. See Note 3, Restatement of Previously Issued Financial Statements for additional information. The Company is presenting a reconciliation from the prior periods, as previously reported, to the restated values. The values as previously reported were derived from the Company’s Quarterly Reports on Form 10-Q for the interim periods of 2020 and the audited financial statements for the period from January 14, 2020 (inception) through December 31, 2020,as presented in the Company’s Form S-1 and its amendments. BALANCE SHEETS As Restated June 30, September 30, 2020 2020 Assets Current assets: Cash and cash equivalents $ 1,643,079 $ 1,446,391 Prepaid expenses 465,063 366,791 Total current assets 2,108,142 1,813,182 Investments held in Trust Account 414,028,653 414,039,090 Total Assets $ 416,136,795 $ 415,852,272 Liabilities and Shareholders’ Equity Current liabilities: Accrued expenses $ 217,145 $ 1,141,145 Accounts payable 872,438 775,431 Due to related party — 17,572 Total current liabilities 1,089,583 1,934,148 Deferred legal fees 947,087 947,087 Deferred underwriting commissions 14,490,000 14,490,000 Derivative liabilities 51,265,800 60,606,600 Total liabilities 67,792,470 83,977,835 Class A ordinary shares, subject to possible redemption 343,344,320 326,874,430 Shareholders’ Equity Class A ordinary shares, not subject to possible redemption 706 871 Class B ordinary shares 1,535 1,535 Additional paid-in capital 24,747,292 41,217,017 Accumulated deficit (19,749,528) (36,219,416) Total shareholders’ equity 5,000,005 5,000,007 Total Liabilities and Shareholders’ Equity $ 416,136,795 $ 415,852,272 STATEMENTS OF OPERATIONS As Restated Three Months January 14, 2020 Three Months January 14, 2020 Ended (Inception) through Ended (Inception) through June 30, 2020 June 30, 2020 September 30, 2020 September 30, 2020 Operating expenses General and administrative expenses $ 172,519 $ 195,296 $ 1,139,525 $ 1,334,821 Loss from operations (172,519) (195,296) (1,139,525) (1,334,821) Net gain from investments held in Trust Account 28,653 28,653 10,437 39,090 Loss from change in fair value of derivative liabilities (18,152,800) (18,152,800) (15,340,800) (33,493,600) Financing cost - derivative liabilities (1,430,085) (1,430,085) — (1,430,085) Net loss $ (19,726,751) $ (19,726,751) $ (16,469,888) $ (36,219,416) Weighted average shares outstanding of Class A ordinary shares 41,400,000 41,400,000 41,400,000 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 15,350,000 15,350,000 15,350,000 Basic and diluted net loss per share, Class B $ (1.29) $ (1.29) $ (1.07) $ (2.36) STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY As Restated Additional Total Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance–January 14, 2020 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — 15,350,000 1,535 23,465 — 25,000 Net loss — — — — — (22,777) (22,777) Balance–March 31, 2020 — — 15,350,000 1,535 23,465 (22,777) 2,223 Sale of units in initial public offering, gross 41,400,000 4,140 — — 413,995,860 — 414,000,000 Offering costs — — — — (23,096,147) — (23,098,147) Initial recognition of forward purchase agreement — — — — 351,000 — 351,000 Initial recognition of derivative liabilities — — — — (23,184,000) — (23,184,000) Shares subject to possible redemption (34,334,432) 3,434 — — (343,340,886) — (343,344,320) Net loss — — — — — (19,726,751) (19,726,751) Balance–June 30, 2020 7,065,568 706 15,350,000 1,535 27,747,292 (19,749,528) 5,000,005 Shares subject to possible redemption 1,646,969 113 — — 16,469,725 — 16,469,890 Net loss — — — — — (16,469,888) (16,469,888) Balance–September 30, 2020 8,712,557 871 15,350,000 1,535 41,217,017 (36,219,416) 5,000,007 Shares subject to possible redemption 3,505,247 351 — — 35,052,124 — 32,052,475 Net loss — — — — — (35,052,476) (35,052,476) Balance–December 31, 2020 12,217,804 $ 1,222 15,350,000 $ 1,535 $ 76,269,141 $ (71,271,892) $ 5,000,006 STATEMENT OF CASH FLOWS The restatement corrections impact net loss and loss from change in fair value of derivative liabilities within operating cash flows in the Statements of Cash Flows. Total operating activities, investing activities, financing activities and cash and cash equivalents are unchanged as a result of the restatement. BALANCE SHEETS December 31, 2020 As Previously Restatement Reported Impacts As Restated Assets Current assets: Cash and cash equivalents $ 455,318 $ — $ 455,318 Prepaid expenses 302,315 — 302,315 Total current assets 757,633 — 757,633 Investments held in Trust Account 414,049,527 — 414,049,527 Total Assets $ 414,807,160 $ — $ 414,807,160 Liabilities and Shareholders’ Equity Current liabilities: Accrued expenses $ 2,147,682 $ — $ 2,147,682 Accounts payable 1,260,831 — 1,260,831 Due to related party 24,399 — 24,399 Total current liabilities 3,432,912 — 3,432,912 Deferred legal fees 947,087 — 947,087 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative liabilities — 99,115,200 99,115,200 Total liabilities 18,869,999 99,115,200 117,985,199 Class A ordinary shares, subject to possible redemption 390,937,160 (99,115,205) 291,821,955 Shareholders’ Equity Class A ordinary shares, not subject to possible redemption 231 991 1,222 Class B ordinary shares 1,535 — 1,535 Additional paid-in capital 8,837,842 67,431,299 76,269,141 Accumulated deficit (3,839,607) (67,432,285) (71,271,892) Total shareholders’ equity 5,000,001 5 5,000,006 Total Liabilities and Shareholders’ Equity $ 414,807,160 $ — $ 414,807,160 September 30, 2020 As Previously Restatement Reported Impacts As Restated Assets Current assets: Cash and cash equivalents $ 1,446,391 $ — $ 1,446,391 Prepaid expenses 366,791 — 366,791 Total current assets 1,813,182 — 1,813,182 Investments held in Trust Account 414,039,090 — 414,039,090 Total Assets $ 415,852,272 $ — $ 415,852,272 Liabilities and Shareholders’ Equity Current liabilities: Accrued expenses $ 1,141,145 $ — $ 1,141,145 Accounts payable 775,431 — 775,431 Due to related party 17,572 — 17,572 Total current liabilities 1,934,148 — 1,934,148 Deferred legal fees 947,087 — 947,087 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative liabilities — 66,606,600 66,606,600 Total liabilities 17,371,235 66,606,600 83,977,835 Class A ordinary shares, subject to possible redemption 393,481,030 (66,606,600) 326,874,430 Shareholders’ Equity Class A ordinary shares, not subject to possible redemption 205 666 871 Class B ordinary shares 1,535 — 1,535 Additional paid-in capital 6,293,998 34,923,019 41,217,017 Accumulated deficit (1,295,731) (34,923,685) (36,219,416) Total shareholders’ equity 5,000,007 — 5,000,007 Total Liabilities and Shareholders’ Equity $ 415,852,272 $ — $ 415,852,272 June 30, 2020 As Previously Restatement Reported Impacts As Restated Assets Current assets: Cash and cash equivalents $ 1,643,079 $ — $ 1,643,079 Prepaid expenses 465,063 — 465,063 Total current assets 2,108,142 — 2,108,142 Investments held in Trust Account 414,028,653 — 414,028,653 Total Assets $ 416,136,795 $ — $ 416,136,795 Liabilities and Shareholders’ Equity Current liabilities: Accrued expenses $ 217,145 $ — $ 217,145 Accounts payable 872,438 — 872,438 Due to related party — — — Total current liabilities 1,089,583 — 1,089,583 Deferred legal fees 947,087 — 947,087 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative liabilities — 51,265,800 51,265,800 Total liabilities 16,526,670 51,265,800 67,792,470 Class A ordinary shares, subject to possible redemption 394,610,120 (51,265,800) 343,344,320 Shareholders’ Equity Class A ordinary shares, not subject to possible redemption 194 512 706 Class B ordinary shares 1,535 — 1,535 Additional paid-in capital 5,164,919 19,582,373 24,747,292 Accumulated deficit (166,643) (19,582,885) (19,749,528) Total shareholders’ equity 5,000,005 — 5,000,005 Total Liabilities and Shareholders’ Equity $ 416,136,795 $ — $ 416,136,795 STATEMENTS OF OPERATIONS For the Period from January 14, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 3,889,134 $ — $ 3,889,134 Loss from operations (3,889,134) — (3,889,134) Net gain from investments held in Trust Account 49,527 — 49,527 Loss from change in fair value of derivative liabilities — (66,002,200) (66,002,200) Financing cost - derivative liabilities — (1,430,085) (1,430,085) Net loss $ (3,839,607) $ (67,432,285) $ (71,271,892) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.25) $ (4.39) $ (4.65) For the Three Months Ended September 30, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 1,139,525 $ — $ 1,139,525 Loss from operations (1,139,525) — (1,139,525) Net gain from investments held in Trust Account 10,437 — 10,437 Loss from change in fair value of derivative liabilities — (15,340,800) (15,340,800) Net loss $ (1,129,088) $ (15,340,800) $ (16,469,888) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.07) $ (1.00) $ (1.07) For the Period from January 14, 2020 (Inception) through September 30, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 1,334,821 $ — $ 1,334,821 Loss from operations (1,334,821) — (1,334,821) Net gain from investments held in Trust Account 39,090 — 39,090 Loss from change in fair value of derivative liabilities — (33,493,600) (33,493,600) Financing cost - derivative liabilities — (1,430,085) (1,430,085) Net loss $ (1,295,731) $ (34,923,685) $ (36,219,416) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.09) $ (1.23) $ (1.32) For the Three Months Ended June 30, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 172,519 $ — $ 172,519 Loss from operations (172,519) — (172,519) Net gain from investments held in Trust Account 28,653 — 28,653 Loss from change in fair value of derivative liabilities — (18,152,800) (18,152,800) Financing cost - derivative liabilities — (1,430,085) (1,430,085) Net loss $ (143,866) $ (19,582,885) $ (19,726,751) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.01) $ (1.28) $ (1.29) For the Period from January 14, 2020 (Inception) through June 30, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 195,296 $ — $ 195,296 Loss from operations (195,296) — (195,296) Net gain from investments held in Trust Account 28,653 — 28,653 Loss from change in fair value of derivative liabilities — (18,152,800) (18,152,800) Financing cost - derivative liabilities — (1,430,085) (1,430,085) Net loss $ (166,643) $ (19,582,885) $ (19,749,528) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.01) $ (1.28) $ (1.29) STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY As Previously Reported Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance – January 14, 2020 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — 15,350,000 1,535 23,465 — 25,000 Net loss — — — — — (22,777) (22,777) Balance – March 31, 2020 — — 15,350,000 1,535 23,465 (22,777) 2,223 Sale of units in initial public offering, gross 41,400,000 4,140 — — 413,995,860 — 414,000,000 Offering costs — — — — (24,528,232) — (24,528,232) Sale of private placement warrants to Sponsor — — — — 10,280,000 — 10,280,000 Shares subject to possible redemption (39,461,012) (3,946) — — (394,606,174) — (394,610,120) Net loss — — — — — (143,866) (143,866) Balance – June 30, 2020 1,938,988 194 15,350,000 1,535 5,164,919 (166,643) 5,000,005 Shares subject to possible redemption 112,909 11 — — 1,129,079 — 1,129,090 Net loss — — — — — (1,129,088) (1,129,088) Balance – September 30, 2020 2,051,897 205 15,350,000 1,535 6,293,998 (1,295,731) 5,000,007 Shares subject to possible redemption 254,387 26 — — 2,543,844 — 2,543,870 Net loss — — — — — (2,543,876) (2,543,876) Balance – December 31, 2020 2,306,284 $ 231 15,350,000 $ 1,535 $ 8,837,842 $ (3,839,607) $ 5,000,001 Restatement Impacts Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance – January 14, 2020 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — — — — — — Net loss — — — — — — — Balance – March 31, 2020 — — — — — — — Sale of units in initial public offering, gross — — — — — — — Offering costs — — — — 1,430,065 — 1,430,085 Sale of private placement warrants to Sponsor — — — — (10,280,000) — (10,280,000) Initial recognition of forward purchase agreement — — — — 351,000 — 351,000 Initial recognition of derivative liabilities — — — — (23,184,000) — (23,184,000) Shares subject to possible redemption 5,126,580 512 — — 51,265,288 — 51,265,800 Net loss — — — — — (19,582,885) (19,582,885) Balance – June 30, 2020 5,126,580 512 — — 19,582,373 (19,582,885) — Shares subject to possible redemption 1,534,080 154 — — 15,340,646 — 15,340,800 Net loss — — — — — (15,340,800) (15,340,800) Balance – September 30, 2020 6,660,660 666 — — 34,923,019 (34,923,685) — Shares subject to possible redemption 3,250,860 325 — — 32,506,280 — 32,508,605 Net loss — — — — — (32,508,600) (32,508,600) Balance – December 31, 2020 9,911,520 $ 991 — $ — $ 67,431,299 $ (67,432,285) $ 5 As Restated Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance – January 14, 2020 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — 15,350,000 1,535 23,465 — 25,000 Net loss — — — — — (22,777) (22,777) Balance – March 31, 2020 — — 15,350,000 1,535 23,465 (22,777) 2,223 Sale of units in initial public offering, gross 41,400,000 4,140 — — 390,495,860 — 390,500,000 Offering costs — — — — (24,528,232) — (24,528,232) Sale of private placement warrants to Sponsor — — — — — — — Shares subject to possible redemption (35,203,292) (3,520) — — (352,029,400) — (352,032,920) Net loss — — — — — (8,941,066) (8,941,066) Balance – June 30, 2020 6,196,708 620 15,350,000 1,535 13,961,693 (8,963,843) 5,000,005 Shares subject to possible redemption 1,130,709 113 — — 11,306,977 — 11,307,090 Net loss — — — — — (11,307,088) (11,307,088) Balance – September 30, 2020 7,327,417 733 15,350,000 1,535 25,268,670 (20,270,931) 5,000,007 Shares subject to possible redemption 1,997,707 200 — — 19,976,870 — 19,977,070 Net loss — — — — — (19,977,076) (19,977,076) Balance – December 31, 2020 9,325,124 $ 933 15,350,000 $ 1,535 $ 45,245,540 $ (40,248,007) $ 5,000,001 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
SUBSEQUENT EVENTS | NOTE 11 On February 4, 2021, the Company domesticated into a Delaware corporation and consummated the acquisition of certain equity interests of E2open Holdings, LLC (“E2open”) as a result of a series of mergers pursuant to a Business Combination Agreement, dated as of October 14, 2020. See the Form 8-K, filed with the SEC on February 10, 2021 for additional information. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - CC NEUBERGER PRINCIPAL HOLDINGS I | 12 Months Ended |
Dec. 31, 2020 | |
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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. At December 31, 2020, the Company’s investments held in Trust Account consists entirely of money market funds which invest only in direct U.S. government treasury obligations. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments held within its operating account, with an original maturity of three months or less when purchased, to be cash equivalents. The Company had approximately $414.0 million in cash equivalents held in the Trust Account as of December 31, 2020. |
Investments in money market funds held in trust account | Investments in money market funds held in trust account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in Trust Account are classified as trading securities, which are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of trading securities is included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, Other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. |
Fair Value of Financial instruments | Fair Value of Financial instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under the FASB ASC 820, "Fair Value Measurements," approximates the carrying amounts represented in the accompanying balance sheet. |
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.U.S. 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 Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The company's Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. |
Offering costs associated with the initial public offering | Offering costs associated with the initial public offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering in April 2020. |
Derivative Liability | Derivative Liability We have public and private placement warrants as well as warrants available under the Forward Purchase Agreement. We classify as equity any contracts that (i) require physical settlement or net-share settlement or (ii) give us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement). We classify as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside our control) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For warrants that are classified as liabilities, we record the fair value of the equity-linked contract at each balance sheet date and record change in the statements of operations as a (gain) loss on change in fair value of warrant liability. The Company’s public warrant liability is valued using a binomial lattice pricing model. The Company’s Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. |
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, at December 31, 2020, 29,182,196 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Net loss per ordinary share | Net loss per ordinary share Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and private placement warrants underlying the Private Placement Units to purchase an aggregate of 24,080,000 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The Company's statements of operations include a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per share, basic and diluted for Class A ordinary shares for the period from January 14, 2020 (inception) through December 31, 2020 is calculated by dividing the investment income on Trust Account of $49,527, by the weighted average number of Class A ordinary shares outstanding since issuance. Net loss per share, basic and diluted for Class B ordinary shares for the period from January 14, 2020 (inception) through December 31, 2020 is calculated by dividing the net loss of $71,271,892 , less net income attributable to Class A ordinary shares of approximately $49,527, resulting in a net loss of $71,321,419, by the weighted average number of Class B ordinary shares outstanding for the periods. |
Income taxes | Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
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 effect on the Company’s financial statements. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
Summary of assets that are measured at fair value on a recurring basis | Asset Liability Beginning of period — — Acquisition date fair value of warrants: Public warrants issued in the initial public offering — 23,184,000 Private placement warrants issued in connection with the initial public offering — 10,280,000 Forward Purchase Agreement asset/liability 351,000 — Total acquisition date fair value of derivative liabilities 351,000 33,464,000 Change in fair value of derivative liabilities — 37,927,200 Change in fair value of forward purchase agreement (351,000) 27,724,000 End of period — 99,115,200 |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
CC NEUBERGER PRINCIPAL HOLDINGS I | |
Schedule of quarterly reports | BALANCE SHEETS As Restated June 30, September 30, 2020 2020 Assets Current assets: Cash and cash equivalents $ 1,643,079 $ 1,446,391 Prepaid expenses 465,063 366,791 Total current assets 2,108,142 1,813,182 Investments held in Trust Account 414,028,653 414,039,090 Total Assets $ 416,136,795 $ 415,852,272 Liabilities and Shareholders’ Equity Current liabilities: Accrued expenses $ 217,145 $ 1,141,145 Accounts payable 872,438 775,431 Due to related party — 17,572 Total current liabilities 1,089,583 1,934,148 Deferred legal fees 947,087 947,087 Deferred underwriting commissions 14,490,000 14,490,000 Derivative liabilities 51,265,800 60,606,600 Total liabilities 67,792,470 83,977,835 Class A ordinary shares, subject to possible redemption 343,344,320 326,874,430 Shareholders’ Equity Class A ordinary shares, not subject to possible redemption 706 871 Class B ordinary shares 1,535 1,535 Additional paid-in capital 24,747,292 41,217,017 Accumulated deficit (19,749,528) (36,219,416) Total shareholders’ equity 5,000,005 5,000,007 Total Liabilities and Shareholders’ Equity $ 416,136,795 $ 415,852,272 STATEMENTS OF OPERATIONS As Restated Three Months January 14, 2020 Three Months January 14, 2020 Ended (Inception) through Ended (Inception) through June 30, 2020 June 30, 2020 September 30, 2020 September 30, 2020 Operating expenses General and administrative expenses $ 172,519 $ 195,296 $ 1,139,525 $ 1,334,821 Loss from operations (172,519) (195,296) (1,139,525) (1,334,821) Net gain from investments held in Trust Account 28,653 28,653 10,437 39,090 Loss from change in fair value of derivative liabilities (18,152,800) (18,152,800) (15,340,800) (33,493,600) Financing cost - derivative liabilities (1,430,085) (1,430,085) — (1,430,085) Net loss $ (19,726,751) $ (19,726,751) $ (16,469,888) $ (36,219,416) Weighted average shares outstanding of Class A ordinary shares 41,400,000 41,400,000 41,400,000 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 15,350,000 15,350,000 15,350,000 Basic and diluted net loss per share, Class B $ (1.29) $ (1.29) $ (1.07) $ (2.36) STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY As Restated Additional Total Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance–January 14, 2020 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — 15,350,000 1,535 23,465 — 25,000 Net loss — — — — — (22,777) (22,777) Balance–March 31, 2020 — — 15,350,000 1,535 23,465 (22,777) 2,223 Sale of units in initial public offering, gross 41,400,000 4,140 — — 413,995,860 — 414,000,000 Offering costs — — — — (23,096,147) — (23,098,147) Initial recognition of forward purchase agreement — — — — 351,000 — 351,000 Initial recognition of derivative liabilities — — — — (23,184,000) — (23,184,000) Shares subject to possible redemption (34,334,432) 3,434 — — (343,340,886) — (343,344,320) Net loss — — — — — (19,726,751) (19,726,751) Balance–June 30, 2020 7,065,568 706 15,350,000 1,535 27,747,292 (19,749,528) 5,000,005 Shares subject to possible redemption 1,646,969 113 — — 16,469,725 — 16,469,890 Net loss — — — — — (16,469,888) (16,469,888) Balance–September 30, 2020 8,712,557 871 15,350,000 1,535 41,217,017 (36,219,416) 5,000,007 Shares subject to possible redemption 3,505,247 351 — — 35,052,124 — 32,052,475 Net loss — — — — — (35,052,476) (35,052,476) Balance–December 31, 2020 12,217,804 $ 1,222 15,350,000 $ 1,535 $ 76,269,141 $ (71,271,892) $ 5,000,006 STATEMENT OF CASH FLOWS The restatement corrections impact net loss and loss from change in fair value of derivative liabilities within operating cash flows in the Statements of Cash Flows. Total operating activities, investing activities, financing activities and cash and cash equivalents are unchanged as a result of the restatement. BALANCE SHEETS December 31, 2020 As Previously Restatement Reported Impacts As Restated Assets Current assets: Cash and cash equivalents $ 455,318 $ — $ 455,318 Prepaid expenses 302,315 — 302,315 Total current assets 757,633 — 757,633 Investments held in Trust Account 414,049,527 — 414,049,527 Total Assets $ 414,807,160 $ — $ 414,807,160 Liabilities and Shareholders’ Equity Current liabilities: Accrued expenses $ 2,147,682 $ — $ 2,147,682 Accounts payable 1,260,831 — 1,260,831 Due to related party 24,399 — 24,399 Total current liabilities 3,432,912 — 3,432,912 Deferred legal fees 947,087 — 947,087 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative liabilities — 99,115,200 99,115,200 Total liabilities 18,869,999 99,115,200 117,985,199 Class A ordinary shares, subject to possible redemption 390,937,160 (99,115,205) 291,821,955 Shareholders’ Equity Class A ordinary shares, not subject to possible redemption 231 991 1,222 Class B ordinary shares 1,535 — 1,535 Additional paid-in capital 8,837,842 67,431,299 76,269,141 Accumulated deficit (3,839,607) (67,432,285) (71,271,892) Total shareholders’ equity 5,000,001 5 5,000,006 Total Liabilities and Shareholders’ Equity $ 414,807,160 $ — $ 414,807,160 September 30, 2020 As Previously Restatement Reported Impacts As Restated Assets Current assets: Cash and cash equivalents $ 1,446,391 $ — $ 1,446,391 Prepaid expenses 366,791 — 366,791 Total current assets 1,813,182 — 1,813,182 Investments held in Trust Account 414,039,090 — 414,039,090 Total Assets $ 415,852,272 $ — $ 415,852,272 Liabilities and Shareholders’ Equity Current liabilities: Accrued expenses $ 1,141,145 $ — $ 1,141,145 Accounts payable 775,431 — 775,431 Due to related party 17,572 — 17,572 Total current liabilities 1,934,148 — 1,934,148 Deferred legal fees 947,087 — 947,087 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative liabilities — 66,606,600 66,606,600 Total liabilities 17,371,235 66,606,600 83,977,835 Class A ordinary shares, subject to possible redemption 393,481,030 (66,606,600) 326,874,430 Shareholders’ Equity Class A ordinary shares, not subject to possible redemption 205 666 871 Class B ordinary shares 1,535 — 1,535 Additional paid-in capital 6,293,998 34,923,019 41,217,017 Accumulated deficit (1,295,731) (34,923,685) (36,219,416) Total shareholders’ equity 5,000,007 — 5,000,007 Total Liabilities and Shareholders’ Equity $ 415,852,272 $ — $ 415,852,272 June 30, 2020 As Previously Restatement Reported Impacts As Restated Assets Current assets: Cash and cash equivalents $ 1,643,079 $ — $ 1,643,079 Prepaid expenses 465,063 — 465,063 Total current assets 2,108,142 — 2,108,142 Investments held in Trust Account 414,028,653 — 414,028,653 Total Assets $ 416,136,795 $ — $ 416,136,795 Liabilities and Shareholders’ Equity Current liabilities: Accrued expenses $ 217,145 $ — $ 217,145 Accounts payable 872,438 — 872,438 Due to related party — — — Total current liabilities 1,089,583 — 1,089,583 Deferred legal fees 947,087 — 947,087 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative liabilities — 51,265,800 51,265,800 Total liabilities 16,526,670 51,265,800 67,792,470 Class A ordinary shares, subject to possible redemption 394,610,120 (51,265,800) 343,344,320 Shareholders’ Equity Class A ordinary shares, not subject to possible redemption 194 512 706 Class B ordinary shares 1,535 — 1,535 Additional paid-in capital 5,164,919 19,582,373 24,747,292 Accumulated deficit (166,643) (19,582,885) (19,749,528) Total shareholders’ equity 5,000,005 — 5,000,005 Total Liabilities and Shareholders’ Equity $ 416,136,795 $ — $ 416,136,795 STATEMENTS OF OPERATIONS For the Period from January 14, 2020 (Inception) through December 31, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 3,889,134 $ — $ 3,889,134 Loss from operations (3,889,134) — (3,889,134) Net gain from investments held in Trust Account 49,527 — 49,527 Loss from change in fair value of derivative liabilities — (66,002,200) (66,002,200) Financing cost - derivative liabilities — (1,430,085) (1,430,085) Net loss $ (3,839,607) $ (67,432,285) $ (71,271,892) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.25) $ (4.39) $ (4.65) For the Three Months Ended September 30, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 1,139,525 $ — $ 1,139,525 Loss from operations (1,139,525) — (1,139,525) Net gain from investments held in Trust Account 10,437 — 10,437 Loss from change in fair value of derivative liabilities — (15,340,800) (15,340,800) Net loss $ (1,129,088) $ (15,340,800) $ (16,469,888) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.07) $ (1.00) $ (1.07) For the Period from January 14, 2020 (Inception) through September 30, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 1,334,821 $ — $ 1,334,821 Loss from operations (1,334,821) — (1,334,821) Net gain from investments held in Trust Account 39,090 — 39,090 Loss from change in fair value of derivative liabilities — (33,493,600) (33,493,600) Financing cost - derivative liabilities — (1,430,085) (1,430,085) Net loss $ (1,295,731) $ (34,923,685) $ (36,219,416) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.09) $ (1.23) $ (1.32) For the Three Months Ended June 30, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 172,519 $ — $ 172,519 Loss from operations (172,519) — (172,519) Net gain from investments held in Trust Account 28,653 — 28,653 Loss from change in fair value of derivative liabilities — (18,152,800) (18,152,800) Financing cost - derivative liabilities — (1,430,085) (1,430,085) Net loss $ (143,866) $ (19,582,885) $ (19,726,751) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.01) $ (1.28) $ (1.29) For the Period from January 14, 2020 (Inception) through June 30, 2020 As Previously Restatement Reported Impacts As Restated Operating expenses General and administrative expenses $ 195,296 $ — $ 195,296 Loss from operations (195,296) — (195,296) Net gain from investments held in Trust Account 28,653 — 28,653 Loss from change in fair value of derivative liabilities — (18,152,800) (18,152,800) Financing cost - derivative liabilities — (1,430,085) (1,430,085) Net loss $ (166,643) $ (19,582,885) $ (19,749,528) Weighted average shares outstanding of Class A ordinary shares 41,400,000 — 41,400,000 Basic and diluted net loss per share, Class A $ 0.00 $ 0.00 $ 0.00 Weighted average shares outstanding of Class B ordinary shares 15,350,000 — 15,350,000 Basic and diluted net loss per share, Class B $ (0.01) $ (1.28) $ (1.29) STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY As Previously Reported Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance – January 14, 2020 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — 15,350,000 1,535 23,465 — 25,000 Net loss — — — — — (22,777) (22,777) Balance – March 31, 2020 — — 15,350,000 1,535 23,465 (22,777) 2,223 Sale of units in initial public offering, gross 41,400,000 4,140 — — 413,995,860 — 414,000,000 Offering costs — — — — (24,528,232) — (24,528,232) Sale of private placement warrants to Sponsor — — — — 10,280,000 — 10,280,000 Shares subject to possible redemption (39,461,012) (3,946) — — (394,606,174) — (394,610,120) Net loss — — — — — (143,866) (143,866) Balance – June 30, 2020 1,938,988 194 15,350,000 1,535 5,164,919 (166,643) 5,000,005 Shares subject to possible redemption 112,909 11 — — 1,129,079 — 1,129,090 Net loss — — — — — (1,129,088) (1,129,088) Balance – September 30, 2020 2,051,897 205 15,350,000 1,535 6,293,998 (1,295,731) 5,000,007 Shares subject to possible redemption 254,387 26 — — 2,543,844 — 2,543,870 Net loss — — — — — (2,543,876) (2,543,876) Balance – December 31, 2020 2,306,284 $ 231 15,350,000 $ 1,535 $ 8,837,842 $ (3,839,607) $ 5,000,001 Restatement Impacts Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance – January 14, 2020 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — — — — — — Net loss — — — — — — — Balance – March 31, 2020 — — — — — — — Sale of units in initial public offering, gross — — — — — — — Offering costs — — — — 1,430,065 — 1,430,085 Sale of private placement warrants to Sponsor — — — — (10,280,000) — (10,280,000) Initial recognition of forward purchase agreement — — — — 351,000 — 351,000 Initial recognition of derivative liabilities — — — — (23,184,000) — (23,184,000) Shares subject to possible redemption 5,126,580 512 — — 51,265,288 — 51,265,800 Net loss — — — — — (19,582,885) (19,582,885) Balance – June 30, 2020 5,126,580 512 — — 19,582,373 (19,582,885) — Shares subject to possible redemption 1,534,080 154 — — 15,340,646 — 15,340,800 Net loss — — — — — (15,340,800) (15,340,800) Balance – September 30, 2020 6,660,660 666 — — 34,923,019 (34,923,685) — Shares subject to possible redemption 3,250,860 325 — — 32,506,280 — 32,508,605 Net loss — — — — — (32,508,600) (32,508,600) Balance – December 31, 2020 9,911,520 $ 991 — $ — $ 67,431,299 $ (67,432,285) $ 5 As Restated Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Equity Balance – January 14, 2020 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — 15,350,000 1,535 23,465 — 25,000 Net loss — — — — — (22,777) (22,777) Balance – March 31, 2020 — — 15,350,000 1,535 23,465 (22,777) 2,223 Sale of units in initial public offering, gross 41,400,000 4,140 — — 390,495,860 — 390,500,000 Offering costs — — — — (24,528,232) — (24,528,232) Sale of private placement warrants to Sponsor — — — — — — — Shares subject to possible redemption (35,203,292) (3,520) — — (352,029,400) — (352,032,920) Net loss — — — — — (8,941,066) (8,941,066) Balance – June 30, 2020 6,196,708 620 15,350,000 1,535 13,961,693 (8,963,843) 5,000,005 Shares subject to possible redemption 1,130,709 113 — — 11,306,977 — 11,307,090 Net loss — — — — — (11,307,088) (11,307,088) Balance – September 30, 2020 7,327,417 733 15,350,000 1,535 25,268,670 (20,270,931) 5,000,007 Shares subject to possible redemption 1,997,707 200 — — 19,976,870 — 19,977,070 Net loss — — — — — (19,977,076) (19,977,076) Balance – December 31, 2020 9,325,124 $ 933 15,350,000 $ 1,535 $ 45,245,540 $ (40,248,007) $ 5,000,001 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Financing (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | Apr. 28, 2020 | Dec. 31, 2020 |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Sale of units in initial public offering, gross (in shares) | 41,400,000 | |
Share price (in US$ per share) | $ 10 | |
Proceeds from issuance of shares | $ 414,000,000 | |
Offering costs | 24,500,000 | $ 8,493,662 |
Underwriting commissions | 14,500,000 | |
Legal fees | 900,000 | |
Principal deposited in Trust Account | $ 414,000,000 | $ 414,000,000 |
Minimum market value of acquiree to net asset held in Trust Account (as a percent) | 80.00% | |
Minimum post-business combination ownership (as a percent) | 50.00% | |
Redemption value of public shares (in US$ per share) | $ 10 | |
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | |
Minimum percentage of shares requiring prior consent by entity. | 15.00% | |
Public shares to be redeemed if business combination is not completed (as a percent) | 100.00% | |
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | |
Threshold business days for redemption of shares of trust account | 10 days | |
Maximum net interest to pay dissolution expenses | $ 100,000 | |
Private Placement | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of warrants to purchase shares issued (in shares) | 10,280,000 | 10,280,000 |
Price of warrants (in dollars per share) | $ 1 | $ 1 |
Proceeds from issuance of warrants | $ 10,300,000 | $ 10,300,000 |
Over-allotment | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Sale of units in initial public offering, gross (in shares) | 5,400,000 |
DESCRIPTION OF ORGANIZATION, _3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Liquidity (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | Apr. 28, 2020 | Jan. 16, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 |
Liquidity | ||||||
Cash | $ 455,318 | $ 1,446,391 | $ 1,643,079 | |||
Working capital deficit | 2,700,000 | |||||
Proceeds received from related party | 24,399 | |||||
Principal deposited in Trust Account | $ 414,000,000 | 414,000,000 | ||||
Sponsor | ||||||
Liquidity | ||||||
Offering costs paid in exchange for Founder Shares | $ 25,000 | |||||
Sponsor | Class B common stock | ||||||
Liquidity | ||||||
Offering costs paid in exchange for Founder Shares | $ 25,000 | 25,000 | ||||
Sponsor Note | ||||||
Liquidity | ||||||
Proceeds received from related party | 125,000 | |||||
Working Capital Loans | ||||||
Liquidity | ||||||
Loan amount from Sponsor outstanding | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 |
Cash equivalents held in trust account | $ 414,049,527 | $ 414,039,090 | $ 414,028,653 |
NAV on investments | $ 1 | ||
Unrecognized tax benefits | $ 0 | ||
Accrued interest and penalties | $ 0 | ||
Class A common stock | |||
Shares subject to possible redemption | 29,182,196 | 29,182,196 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss per Ordinary Share (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Net loss | $ 71,271,892 | ||||
Net loss from operations | $ (1,139,525) | $ (172,519) | $ (195,296) | $ (1,334,821) | (3,889,134) |
Class A common stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Investment income on Trust Account | 49,527 | ||||
Net loss | 49,527 | ||||
Class B common stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Net loss | $ 71,321,419 | ||||
Private placement warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares excluded since their inclusion would be anti-dilutive | 24,080,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | Apr. 28, 2020 | Jun. 30, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold in initial public offering | 41,400,000 | ||
Price per unit | $ 10 | ||
Proceeds from issuance of shares | $ 414,000,000 | ||
Offering costs | 24,500,000 | $ 8,493,662 | |
Underwriting commissions | 14,500,000 | ||
Legal fees | $ 900,000 | ||
Number of Class A ordinary share in each unit | 1 | ||
Warrant in each unit (as percent) | 33.00% | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Class A common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold in initial public offering | 41,400,000 | ||
Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares called by each warrants (in shares) | 1 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold in initial public offering | 5,400,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) $ / shares in Units, $ in Millions | Apr. 28, 2020 | Dec. 31, 2020 |
PRIVATE PLACEMENT | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Private Placement | ||
PRIVATE PLACEMENT | ||
Number of warrants to purchase shares issued (in shares) | 10,280,000 | 10,280,000 |
Price of warrants (in dollars per share) | $ 1 | $ 1 |
Proceeds from issuance of warrants | $ 10.3 | $ 10.3 |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Private Placement | Class A common stock | ||
PRIVATE PLACEMENT | ||
Number of shares called by each warrants (in shares) | 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I | Apr. 23, 2020shares | Mar. 06, 2020shares | Jan. 16, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)item$ / sharesshares |
Sponsor | |||||
RELATED PARTY TRANSACTIONS | |||||
Offering costs paid in exchange for Founder Shares | $ | $ 25,000 | ||||
Expenses paid by Sponsor on behalf of the Company | |||||
RELATED PARTY TRANSACTIONS | |||||
Amount of transaction | $ | $ 24,000 | ||||
Class B common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Shares issued (in shares) | 15,350,000 | 13,625,000 | 2,875,000 | 15,350,000 | |
Shares outstanding (in shares) | 15,350,000 | 13,625,000 | 2,875,000 | 15,350,000 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||
Class B common stock | Independent director | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of shares held (in shares) | 100,000 | ||||
Class B common stock | Sponsor | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of shares issued (in shares) | 2,875,000 | 15,350,000 | |||
Offering costs paid in exchange for Founder Shares | $ | $ 25,000 | $ 25,000 | |||
Number of shares held (in shares) | 15,250,000 | 13,625,000 | |||
Class B common stock | Sponsor | Keith W. Abell | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of shares transferred (in shares) | 50,000 | ||||
Class B common stock | Sponsor | Eva F. Huston | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of shares transferred (in shares) | 50,000 | ||||
Class A common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Shares issued (in shares) | 5,198,964 | ||||
Shares outstanding (in shares) | 5,198,964 | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Number of trading days at 12.00 per share or more within 30-day trading period triggering release of lock-up | item | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | Jan. 16, 2020 | Dec. 31, 2020 |
RELATED PARTY TRANSACTIONS | ||
Proceeds received from related party | $ 24,399 | |
Sponsor Note | ||
RELATED PARTY TRANSACTIONS | ||
Proceeds received from related party | 125,000 | |
Sponsor Note | Maximum | ||
RELATED PARTY TRANSACTIONS | ||
Amount agreed to be loaned | $ 300,000 | |
Working Capital Loans | ||
RELATED PARTY TRANSACTIONS | ||
Loan amount from Sponsor outstanding | $ 0 | |
Price of warrants (in dollars per share) | $ 1 | |
Working Capital Loans | Maximum | ||
RELATED PARTY TRANSACTIONS | ||
Loans convertible into warrants | $ 2,500,000 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Forward Purchase Agreement (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Apr. 28, 2020 | |
RELATED PARTY TRANSACTIONS | ||
Exercise price of Forward Purchase Warrants (in dollars per share) | $ 11.50 | |
Forward Purchase Agreement with a member of the Sponsor | ||
RELATED PARTY TRANSACTIONS | ||
Units agreed to be purchased, authorized amount | 200,000,000 | |
Purchase price per unit (in dollars per share) | $ 10 | |
Forward Purchase Agreement with a member of the Sponsor | Class A common stock | ||
RELATED PARTY TRANSACTIONS | ||
Number of Forward Purchase Shares that each unit consists (in shares) | 1 | |
Number of shares called by each Forward Purchase Warrant (in shares) | 1 | |
Exercise price of Forward Purchase Warrants (in dollars per share) | $ 11.50 | |
Forward Purchase Agreement with a member of the Sponsor | Private placement warrants | ||
RELATED PARTY TRANSACTIONS | ||
Number of Forward Purchase Warrants that each unit consists (in shares) | 0.25 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Acquisition date fair value of warrants: | |
Change in fair value of forward purchase agreement | $ 28,075,000 |
Level 3 | |
Acquisition date fair value of warrants: | |
Forward purchase warrants issued under the Forward Purchase Agreement | 351,000 |
Total acquisition date fair value of derivative liabilities | 351,000 |
Change in fair value of forward purchase agreement | (351,000) |
Warrant Liabilities | Level 3 | |
Acquisition date fair value of warrants: | |
Public warrants issued in the initial public offering | 23,184,000 |
Private placements warrants issued in connection with the initial public offering | 10,280,000 |
Total acquisition date fair value of derivative liabilities | 33,464,000 |
Change in fair value of derivative liabilities | 37,927,200 |
Change in fair value of forward purchase agreement | 27,724,000 |
End of period | $ 99,115,200 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I | 12 Months Ended |
Dec. 31, 2020USD ($)item$ / sharesshares | |
COMMITMENTS AND CONTINGENCIES | |
Period for filing of registration statement for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants | 30 days |
Period to declare registration statement effective | 60 days |
Underwriting discount (in dollars per unit) | $ / shares | $ 0.20 |
Payments of underwriting discount | $ 8,300,000 |
Deferred underwriting commission (in dollars per unit) | $ / shares | $ 0.35 |
Deferred underwriting commissions in connection with the initial public offering | $ 14,490,000 |
Number of legal counsels from whom legal advisory services were obtained | item | 2 |
Deferred legal fees | $ 900,000 |
Over-allotment | |
COMMITMENTS AND CONTINGENCIES | |
Period to exercise the over-allotment option | 45 days |
Additional units granted to underwriters to purchase | shares | 5,400,000 |
SHAREHOLDERS' EQUITY AND REDE_2
SHAREHOLDERS' EQUITY AND REDEEMABLE EQUITY INTERESTS - Common Stock (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I | 12 Months Ended | ||||
Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2020shares | Apr. 23, 2020shares | Mar. 06, 2020shares | Jan. 16, 2020shares | |
Class A common stock | |||||
SHAREHOLDERS' EQUITY | |||||
Common shares, shares authorized (in shares) | 500,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | ||||
Common shares, issued including shares subject to possible redemption | 41,400,000 | ||||
Shares issued (in shares) | 5,198,964 | ||||
Shares subject to possible redemption | 29,182,196 | 29,182,196 | |||
Common shares, outstanding including shares subject to possible redemption | 41,400,000 | ||||
Shares outstanding (in shares) | 5,198,964 | ||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 20.00% | ||||
Class B common stock | |||||
SHAREHOLDERS' EQUITY | |||||
Common shares, shares authorized (in shares) | 50,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Common shares, votes per share | Vote | 1 | ||||
Shares issued (in shares) | 15,350,000 | 15,350,000 | 13,625,000 | 2,875,000 | |
Shares outstanding (in shares) | 15,350,000 | 15,350,000 | 13,625,000 | 2,875,000 | |
Number of Class A common stock issued upon conversion of each share (in shares) | 1 |
SHAREHOLDERS' EQUITY AND REDE_3
SHAREHOLDERS' EQUITY AND REDEEMABLE EQUITY INTERESTS - Preferred Stock (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
SHAREHOLDERS' EQUITY AND REDE_4
SHAREHOLDERS' EQUITY AND REDEEMABLE EQUITY INTERESTS - Warrants (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I | 12 Months Ended |
Dec. 31, 2020$ / shares | |
SHAREHOLDERS' EQUITY | |
Public Warrants exercisable term after the completion of a business combination | 30 days |
Public Warrants exercisable term from the closing of the public offering | 12 months |
Threshold maximum period for filing registration statement after business combination | 20 days |
Public Warrants expiration term | 5 years |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption of warrants commencing ninety days after the warrants become exercisable | |
SHAREHOLDERS' EQUITY | |
Redemption price per public warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Redemption period after the public warrants become exercisable | 90 days |
Class A common stock | |
SHAREHOLDERS' EQUITY | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Number of trading days on which fair market value of shares is reported | 10 days |
Class A common stock | Redemption of warrants commencing ninety days after the warrants become exercisable | |
SHAREHOLDERS' EQUITY | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED) - BALANCE SHEETS (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 13, 2020 |
Current assets: | |||||
Cash and cash equivalents | $ 455,318 | $ 1,446,391 | $ 1,643,079 | ||
Prepaid expenses | 302,315 | 366,791 | 465,063 | ||
Total current assets | 757,633 | 1,813,182 | 2,108,142 | ||
Investments held in Trust Account | 414,049,527 | 414,039,090 | 414,028,653 | ||
Total Assets | 414,807,160 | 415,852,272 | 416,136,795 | ||
Current liabilities: | |||||
Accrued expenses | 2,147,682 | 1,141,145 | 217,145 | ||
Accounts payable | 1,260,831 | 775,431 | 872,438 | ||
Due to related party | 24,399 | 17,572 | |||
Total current liabilities | 3,432,912 | 1,934,148 | 1,089,583 | ||
Deferred legal fees | 947,087 | 947,087 | 947,087 | ||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | 14,490,000 | ||
Derivative liabilities | 99,115,200 | 51,265,800 | |||
Total Liabilities | 117,985,199 | 83,977,835 | 67,792,470 | ||
Commitments and Contingencies (Note 8) | |||||
Class A ordinary shares, $0.0001 par value; 29,182,196 shares subject to possible redemption at $10.00 per share | 291,821,955 | 326,874,430 | 343,344,320 | ||
Shareholders' Equity | |||||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | |||||
Additional paid-in capital | 76,269,141 | 41,217,017 | 24,747,292 | ||
Accumulated deficit | (71,271,892) | (36,219,416) | (19,749,528) | ||
Total shareholders' equity | 5,000,007 | 5,000,005 | $ 2,223 | $ 0 | |
Total Liabilities and Shareholders' Equity | 414,807,160 | 415,852,272 | 416,136,795 | ||
As Previously Reported | |||||
Current assets: | |||||
Cash and cash equivalents | 455,318 | 1,446,391 | 1,643,079 | ||
Prepaid expenses | 302,315 | 366,791 | 465,063 | ||
Total current assets | 757,633 | 1,813,182 | 2,108,142 | ||
Investments held in Trust Account | 414,049,527 | 414,039,090 | 414,028,653 | ||
Total Assets | 414,807,160 | 415,852,272 | 416,136,795 | ||
Current liabilities: | |||||
Accrued expenses | 2,147,682 | 1,141,145 | 217,145 | ||
Accounts payable | 1,260,831 | 775,431 | 872,438 | ||
Due to related party | 24,399 | 17,572 | |||
Total current liabilities | 3,432,912 | 1,934,148 | 1,089,583 | ||
Deferred legal fees | 947,087 | 947,087 | 947,087 | ||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | 14,490,000 | ||
Total Liabilities | 18,869,999 | 17,371,235 | 16,526,670 | ||
Class A ordinary shares, $0.0001 par value; 29,182,196 shares subject to possible redemption at $10.00 per share | 390,937,160 | 393,481,030 | 394,610,120 | ||
Shareholders' Equity | |||||
Additional paid-in capital | 8,837,842 | 6,293,998 | 5,164,919 | ||
Accumulated deficit | (3,839,607) | (1,295,731) | (166,643) | ||
Total shareholders' equity | 5,000,001 | 5,000,007 | 5,000,005 | 2,223 | |
Total Liabilities and Shareholders' Equity | 414,807,160 | 415,852,272 | 416,136,795 | ||
Restatement Impacts | |||||
Current liabilities: | |||||
Derivative liabilities | 99,115,200 | 66,606,600 | 51,265,800 | ||
Total Liabilities | 99,115,200 | 66,606,600 | 51,265,800 | ||
Class A ordinary shares, $0.0001 par value; 29,182,196 shares subject to possible redemption at $10.00 per share | (99,115,205) | (66,606,600) | (51,265,800) | ||
Shareholders' Equity | |||||
Additional paid-in capital | 67,431,299 | 34,923,019 | 19,582,373 | ||
Accumulated deficit | (67,432,285) | (34,923,685) | (19,582,885) | ||
Total shareholders' equity | 5 | ||||
Class A common stock | |||||
Shareholders' Equity | |||||
Ordinary shares | 1,222 | 871 | 706 | ||
Total shareholders' equity | 1,222 | 871 | 706 | ||
Class A common stock | As Previously Reported | |||||
Shareholders' Equity | |||||
Ordinary shares | 231 | 205 | 194 | ||
Class A common stock | Restatement Impacts | |||||
Shareholders' Equity | |||||
Ordinary shares | 991 | 666 | 512 | ||
Class B common stock | |||||
Shareholders' Equity | |||||
Ordinary shares | 1,535 | 1,535 | 1,535 | ||
Total shareholders' equity | 1,535 | 1,535 | 1,535 | $ 1,535 | |
Class B common stock | As Previously Reported | |||||
Shareholders' Equity | |||||
Ordinary shares | $ 1,535 | $ 1,535 | $ 1,535 |
QUARTERLY FINANCIAL DATA (UNA_4
QUARTERLY FINANCIAL DATA (UNAUDITED) - STATEMENTS OF OPERATIONS (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating expenses | |||||||
General and administrative expenses | $ 1,139,525 | $ 172,519 | $ 195,296 | $ 1,334,821 | $ 3,889,134 | ||
Loss from operations | (1,139,525) | (172,519) | (195,296) | (1,334,821) | (3,889,134) | ||
Net gain from investments held in Trust Account | 10,437 | 28,653 | 28,653 | 39,090 | 49,527 | ||
Loss from change in fair value of derivative liabilities | (15,340,800) | (18,152,800) | (18,152,800) | (33,493,600) | (66,002,200) | ||
Financing cost - derivative liabilities | (1,430,085) | (1,430,085) | (1,430,085) | (1,430,085) | |||
Net loss | $ (22,777) | (36,219,416) | (71,271,892) | ||||
As Previously Reported | |||||||
Operating expenses | |||||||
General and administrative expenses | 1,139,525 | 172,519 | 195,296 | 1,334,821 | 3,889,134 | ||
Loss from operations | (1,139,525) | (172,519) | (195,296) | (1,334,821) | (3,889,134) | ||
Net gain from investments held in Trust Account | 10,437 | 28,653 | 28,653 | 39,090 | 49,527 | ||
Net loss | $ (2,543,876) | (1,129,088) | (143,866) | $ (22,777) | (166,643) | (1,295,731) | (3,839,607) |
Restatement Impacts | |||||||
Operating expenses | |||||||
Loss from change in fair value of derivative liabilities | (15,340,800) | (18,152,800) | (18,152,800) | (33,493,600) | (66,002,200) | ||
Financing cost - derivative liabilities | (1,430,085) | (1,430,085) | (1,430,085) | (1,430,085) | |||
Net loss | $ (32,508,600) | $ (15,340,800) | $ (19,582,885) | $ (19,582,885) | $ (34,923,685) | $ (67,432,285) | |
Class A common stock | |||||||
Operating expenses | |||||||
Weighted average shares outstanding | 41,400,000 | 41,400,000 | 41,400,000 | 41,400,000 | 41,400,000 | ||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Class A common stock | As Previously Reported | |||||||
Operating expenses | |||||||
Weighted average shares outstanding | 41,400,000 | 41,400,000 | 41,400,000 | 41,400,000 | 41,400,000 | ||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Class A common stock | Restatement Impacts | |||||||
Operating expenses | |||||||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Class B common stock | |||||||
Operating expenses | |||||||
Weighted average shares outstanding | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | ||
Basic and diluted net loss per share | $ (1.07) | $ (1.29) | $ (1.29) | $ (4.65) | |||
Class B common stock | As Previously Reported | |||||||
Operating expenses | |||||||
Weighted average shares outstanding | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | ||
Basic and diluted net loss per share | $ (0.07) | $ (0.01) | $ (0.01) | $ (0.09) | $ (0.25) | ||
Class B common stock | Restatement Impacts | |||||||
Operating expenses | |||||||
Basic and diluted net loss per share | $ (1) | $ (1.28) | $ (1.28) | $ (1.23) | $ (4.39) |
QUARTERLY FINANCIAL DATA (UNA_5
QUARTERLY FINANCIAL DATA (UNAUDITED) - STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Details) - CC NEUBERGER PRINCIPAL HOLDINGS I - USD ($) | Apr. 28, 2020 | Jan. 16, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 5,000,007 | $ 5,000,005 | $ 2,223 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Sale of units in initial public offering, gross | 414,000,000 | ||||||||
Sale of units in initial public offering, gross (in shares) | 41,400,000 | ||||||||
Offering costs | (23,098,147) | ||||||||
Initial recognition of forward purchase agreement | 351,000 | 351,000 | |||||||
Initial recognition of derivative liabilities | (23,184,000) | (23,184,000) | |||||||
Shares subject to possible redemption | (291,821,955) | ||||||||
Net loss | (22,777) | (36,219,416) | (71,271,892) | ||||||
Ending balance | 5,000,007 | 5,000,005 | 2,223 | 5,000,005 | 5,000,007 | ||||
As Previously Reported | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | 5,000,007 | 5,000,005 | 2,223 | ||||||
Sale of units in initial public offering, gross | 414,000,000 | ||||||||
Offering costs | (24,528,232) | ||||||||
Sale of private placement warrants to Sponsor | 10,280,000 | ||||||||
Shares subject to possible redemption | 2,543,870 | 1,129,090 | (394,610,120) | ||||||
Net loss | (2,543,876) | (1,129,088) | (143,866) | (22,777) | (166,643) | (1,295,731) | (3,839,607) | ||
Ending balance | 5,000,001 | 5,000,007 | 5,000,005 | 2,223 | 5,000,005 | 5,000,007 | 5,000,001 | ||
Restatement Impacts | |||||||||
Changes in Stockholders' Equity | |||||||||
Offering costs | 1,430,085 | ||||||||
Initial recognition of forward purchase agreement | 351,000 | ||||||||
Initial recognition of derivative liabilities | (23,184,000) | ||||||||
Sale of private placement warrants to Sponsor | (10,280,000) | ||||||||
Shares subject to possible redemption | 32,508,605 | 15,340,800 | 51,265,800 | ||||||
Net loss | (32,508,600) | (15,340,800) | (19,582,885) | (19,582,885) | (34,923,685) | (67,432,285) | |||
Ending balance | 5 | 5 | |||||||
Sponsor | |||||||||
Changes in Stockholders' Equity | |||||||||
Issuance of ordinary shares | 25,000 | ||||||||
Sponsor | As Previously Reported | |||||||||
Changes in Stockholders' Equity | |||||||||
Issuance of ordinary shares | 25,000 | ||||||||
Class A common stock | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 871 | $ 706 | |||||||
Beginning balance (in shares) | 8,712,557 | 7,065,568 | |||||||
Sale of units in initial public offering, gross | $ 4,140 | ||||||||
Sale of units in initial public offering, gross (in shares) | 41,400,000 | ||||||||
Shares subject to possible redemption | $ 351 | $ 113 | $ 3,434 | ||||||
Shares subject to possible redemption (in shares) | 3,505,247 | 1,646,969 | (34,334,432) | ||||||
Ending balance | $ 1,222 | $ 871 | $ 706 | $ 706 | $ 871 | $ 1,222 | |||
Ending balance (in shares) | 12,217,804 | 8,712,557 | 7,065,568 | 7,065,568 | 8,712,557 | 12,217,804 | |||
Class B common stock | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 1,535 | $ 1,535 | $ 1,535 | ||||||
Beginning balance (in shares) | 15,350,000 | 15,350,000 | 15,350,000 | ||||||
Ending balance | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | ||
Ending balance (in shares) | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | ||
Class B common stock | Sponsor | |||||||||
Changes in Stockholders' Equity | |||||||||
Issuance of ordinary shares | $ 25,000 | $ 25,000 | |||||||
Issuance of ordinary shares (in shares) | 2,875,000 | 15,350,000 | |||||||
Common Stock | Class A common stock | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 733 | $ 620 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning balance (in shares) | 7,327,417 | 6,196,708 | 0 | 0 | 0 | 0 | |||
Sale of units in initial public offering, gross | $ 4,140 | $ 4,140 | |||||||
Sale of units in initial public offering, gross (in shares) | 41,400,000 | 41,400,000 | |||||||
Shares subject to possible redemption | $ 200 | $ 113 | $ (3,520) | $ (2,918) | |||||
Shares subject to possible redemption (in shares) | 1,997,707 | 1,130,709 | (35,203,292) | (29,182,196) | |||||
Ending balance | $ 733 | $ 620 | $ 620 | $ 733 | |||||
Ending balance (in shares) | 7,327,417 | 6,196,708 | 6,196,708 | 7,327,417 | |||||
Common Stock | Class A common stock | As Previously Reported | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 205 | $ 194 | |||||||
Beginning balance (in shares) | 2,051,897 | 1,938,988 | |||||||
Sale of units in initial public offering, gross | $ 4,140 | ||||||||
Sale of units in initial public offering, gross (in shares) | 41,400,000 | ||||||||
Shares subject to possible redemption | $ 26 | $ 11 | $ (3,946) | ||||||
Shares subject to possible redemption (in shares) | 254,387 | 112,909 | (39,461,012) | ||||||
Ending balance | $ 231 | $ 205 | $ 194 | $ 194 | $ 205 | $ 231 | |||
Ending balance (in shares) | 2,306,284 | 2,051,897 | 1,938,988 | 1,938,988 | 2,051,897 | 2,306,284 | |||
Common Stock | Class A common stock | Restatement Impacts | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 666 | $ 512 | |||||||
Beginning balance (in shares) | 6,660,660 | 5,126,580 | |||||||
Shares subject to possible redemption | $ 325 | $ 154 | $ 512 | ||||||
Shares subject to possible redemption (in shares) | 3,250,860 | 1,534,080 | 5,126,580 | ||||||
Ending balance | $ 991 | $ 666 | $ 512 | $ 512 | $ 666 | $ 991 | |||
Ending balance (in shares) | 9,911,520 | 6,660,660 | 5,126,580 | 5,126,580 | 6,660,660 | 9,911,520 | |||
Common Stock | Class B common stock | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 1,535 | $ 1,535 | $ 1,535 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in shares) | 15,350,000 | 15,350,000 | 15,350,000 | 0 | 0 | 0 | 0 | ||
Ending balance | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | ||
Ending balance (in shares) | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | ||
Common Stock | Class B common stock | As Previously Reported | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 1,535 | $ 1,535 | $ 1,535 | ||||||
Beginning balance (in shares) | 15,350,000 | 15,350,000 | 15,350,000 | ||||||
Ending balance | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | $ 1,535 | ||
Ending balance (in shares) | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | 15,350,000 | ||
Common Stock | Class B common stock | Sponsor | |||||||||
Changes in Stockholders' Equity | |||||||||
Issuance of ordinary shares | $ 1,535 | $ 1,535 | |||||||
Issuance of ordinary shares (in shares) | 15,350,000 | 15,350,000 | |||||||
Common Stock | Class B common stock | Sponsor | As Previously Reported | |||||||||
Changes in Stockholders' Equity | |||||||||
Issuance of ordinary shares | $ 1,535 | ||||||||
Issuance of ordinary shares (in shares) | 15,350,000 | ||||||||
Additional Paid-In Capital | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 23,465 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Sale of units in initial public offering, gross | 413,995,880 | ||||||||
Offering costs | (23,098,147) | ||||||||
Initial recognition of forward purchase agreement | 351,000 | 351,000 | |||||||
Initial recognition of derivative liabilities | (23,184,000) | (23,184,000) | |||||||
Shares subject to possible redemption | (291,819,037) | ||||||||
Ending balance | 23,465 | ||||||||
Additional Paid-In Capital | As Previously Reported | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | $ 6,293,998 | $ 5,164,919 | 23,465 | ||||||
Sale of units in initial public offering, gross | 413,995,860 | ||||||||
Offering costs | (24,528,232) | ||||||||
Sale of private placement warrants to Sponsor | 10,280,000 | ||||||||
Shares subject to possible redemption | 2,543,844 | 1,129,079 | (394,606,174) | ||||||
Ending balance | 8,837,842 | 6,293,998 | 5,164,919 | 23,465 | 5,164,919 | 6,293,998 | 8,837,842 | ||
Additional Paid-In Capital | Restatement Impacts | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | 34,923,019 | 19,582,373 | |||||||
Offering costs | 1,430,065 | ||||||||
Initial recognition of forward purchase agreement | 351,000 | ||||||||
Initial recognition of derivative liabilities | (23,184,000) | ||||||||
Sale of private placement warrants to Sponsor | (10,280,000) | ||||||||
Shares subject to possible redemption | 32,506,280 | 15,340,646 | 51,265,288 | ||||||
Ending balance | 67,431,299 | 34,923,019 | 19,582,373 | 19,582,373 | 34,923,019 | 67,431,299 | |||
Additional Paid-In Capital | Sponsor | |||||||||
Changes in Stockholders' Equity | |||||||||
Issuance of ordinary shares | 23,465 | ||||||||
Additional Paid-In Capital | Sponsor | As Previously Reported | |||||||||
Changes in Stockholders' Equity | |||||||||
Issuance of ordinary shares | 23,465 | ||||||||
Additional Paid-In Capital | Class B common stock | Sponsor | |||||||||
Changes in Stockholders' Equity | |||||||||
Issuance of ordinary shares | 23,465 | 23,465 | |||||||
Accumulated Deficit | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | (22,777) | 0 | 0 | 0 | 0 | ||||
Net loss | (22,777) | (71,271,892) | |||||||
Ending balance | (22,777) | ||||||||
Accumulated Deficit | As Previously Reported | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | (1,295,731) | (166,643) | (22,777) | ||||||
Net loss | (2,543,876) | (1,129,088) | (143,866) | (22,777) | |||||
Ending balance | (3,839,607) | (1,295,731) | (166,643) | $ (22,777) | (166,643) | (1,295,731) | (3,839,607) | ||
Accumulated Deficit | Restatement Impacts | |||||||||
Changes in Stockholders' Equity | |||||||||
Beginning balance | (34,923,685) | (19,582,885) | |||||||
Net loss | (32,508,600) | (15,340,800) | (19,582,885) | ||||||
Ending balance | $ (67,432,285) | $ (34,923,685) | $ (19,582,885) | $ (19,582,885) | $ (34,923,685) | $ (67,432,285) |