Document And Entity Information
Document And Entity Information - USD ($) | 7 Months Ended | ||
Dec. 31, 2020 | Mar. 19, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | FTAC Olympus Acquisition Corp. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | true | ||
Amendment Description | On May 5, 2021, the Audit Committee of the Board of Directors of FTAC Olympus Acquisition Corp. (the “Company,” “we”, “our” or “us”) based on the recommendation of and after consultation with management, concluded that the Company’s audited financial statements as of and for the period ended December 31, 2020, its unaudited interim financial statements as of and for the three months ended September 30, 2020 and for the period from June 2, 2020 (inception) through September 30, 2020 and its audited balance sheet as of August 28, 2020, as reported in the Company’s Annual Report on Form 10-K filed on March 19, 2021, Quarterly Report on Form 10-Q filed on November 13, 2020, and Current Report on Form 8-K filed on September 4, 2020, should no longer be relied upon based on the reclassification of warrants as described below. As a result, the Company is filing this Annual Report on Form 10-K/A (Amendment No. 1), or this Annual Report, to amend its Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 19, 2021, or the Original Filing, to restate our financial statements as of and for the period ended December 31, 2020. We are also restating the financial statement as of August 28, 2020 and as of and for the periods ended September 30, 2020 in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts.
On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. The restatement results from the Company's prior accounting for its outstanding warrants issued in connection with its initial public offering in August 2020 as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company), all warrant holders would be entitled to cash, while only certain of the holders of the underlying ordinary shares would be entitled to cash. In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash or its trust account. In connection with the restatement, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective with respect to the classification of the Company's warrants as components of equity instead of as derivative liabilities. For more information, see Item 9A included in this Annual Report. The Company has not amended its previously filed Current Report on Form 8-K or Quarterly Report on Form 10-Q for the periods affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Annual Report. The following sections in the Original Filing are revised in this Annual Report to reflect the restatement: Part I – Item 1A – Risk Factors Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II – Item 8 – Financial Statements and Supplementary Data Part II – Item 9A – Controls and Procedures Part IV – Item 15 – Exhibits, Financial Statements and Schedules Except as described above, this Annual Report does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Annual Report does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. | ||
Entity Central Index Key | 0001816090 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Transition Report | false | ||
Entity File Number | 001-39469 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Interactive Data Current | Yes | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 77,644,376 | ||
Class B Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 19,411,094 |
Balance Sheet
Balance Sheet | Dec. 31, 2020USD ($) |
Current assets | |
Cash | $ 5,102,368 |
Prepaid expenses | 385,584 |
Total Current Assets | 5,487,952 |
Marketable securities held in Trust Account | 754,769,167 |
TOTAL ASSETS | 760,257,119 |
Current liabilities | |
Accrued expenses | 120,022 |
Total Current Liabilities | 120,022 |
Warrant liabilities | 49,174,771 |
Deferred underwriting fee payable | 30,284,626 |
Total Liabilities | 79,579,419 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 67,567,770 shares at $10.00 per share | 675,677,699 |
Shareholders’ Equity | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | |
Additional paid-in capital | 14,150,592 |
Accumulated deficit | (9,153,540) |
Total Shareholders’ Equity | 5,000,001 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 760,257,119 |
Class A Ordinary Shares | |
Shareholders’ Equity | |
Common stock value | 1,008 |
Total Shareholders’ Equity | 1,008 |
Class B Ordinary Shares | |
Shareholders’ Equity | |
Common stock value | 1,941 |
Total Shareholders’ Equity | $ 1,941 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2020$ / sharesshares |
Ordinary shares subject to possible redemption | 67,567,770 |
Redemption value per share (in Dollars per share) | $ / shares | $ 10 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, authorized | 5,000,000 |
Preferred stock, issued | |
Preferred stock, outstanding | |
Class A Ordinary Shares | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, authorized | 500,000,000 |
Common stock, issued | 10,076,606 |
Common stock, outstanding | 10,076,606 |
Class B Ordinary Shares | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, authorized | 50,000,000 |
Common stock, issued | 19,411,094 |
Common stock, outstanding | 19,411,094 |
Statement of Operations
Statement of Operations | 7 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 684,843 |
Loss from operations | (684,843) |
Other income (expense): | |
Interest earned on marketable securities held in Trust Account | 25,407 |
Change in fair value of warrant liabilities | (5,952,736) |
Offering costs associated with warrants recorded as liabilities | (2,541,368) |
Net Loss | $ (9,153,540) |
Weighted average shares outstanding of Class A redeemable ordinary shares (in Shares) | shares | 75,376,489 |
Basic and diluted net income per share, Class A redeemable (in Dollars per share) | $ / shares | $ 0 |
Weighted average shares outstanding of Class A and Class B non-redeemable ordinary shares (in Shares) | shares | 20,766,410 |
Basic and diluted net loss per share, Class A and Class B non-redeemable (in Shares) | shares | (0.44) |
Statement of Changes in Shareho
Statement of Changes in Shareholders’ Equity - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in Capital | Retained Earnings | Total |
Balance at Jun. 01, 2020 | |||||
Balance (in Shares) at Jun. 01, 2020 | |||||
Balance at Jun. 01, 2020 | |||||
Balance (in Shares) at Jun. 01, 2020 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 2,211 | 22,789 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 22,105,000 | ||||
Sale of 75,474,376 Units, net of underwriting discounts, offering costs and warrant liabilities | $ 7,547 | 669,306,659 | 669,314,206 | ||
Sale of 75,474,376 Units, net of underwriting discounts, offering costs and warrant liabilities (in Shares) | 75,474,376 | ||||
Sale of 2,170,000 Placement Units, net of warrant liabilities | $ 217 | 20,491,817 | 20,492,034 | ||
Sale of 2,170,000 Placement Units, net of warrant liabilities (in Shares) | 2,170,000 | ||||
Forfeiture of Founder Shares | $ (270) | 270 | |||
Forfeiture of Founder Shares (in Shares) | (2,693,906) | ||||
Class A shares subject to possible redemption | $ (6,756) | (675,670,943) | (675,677,699) | ||
Class A shares subject to possible redemption (in Shares) | (67,567,770) | ||||
Net income | (9,153,540) | (9,153,540) | |||
Balance at Dec. 31, 2020 | $ 1,008 | $ 1,941 | $ 14,150,592 | $ (9,153,540) | $ 5,000,001 |
Balance (in Shares) at Dec. 31, 2020 | 10,076,606 | 19,411,094 |
Statement of Changes in Share_2
Statement of Changes in Shareholders’ Equity (Parentheticals) - Class A Ordinary Shares | 7 Months Ended |
Dec. 31, 2020shares | |
Sale of units | 75,474,376 |
Placement units | 2,170,000 |
Statement of Cash Flows
Statement of Cash Flows | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (9,153,540) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (25,407) |
Change in fair value of warrant liabilities | 5,952,736 |
Transaction costs allocable to warrant liabilities | 2,541,368 |
Formation costs paid by Sponsor through promissory note | 5,000 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (385,584) |
Accrued expenses | 120,022 |
Net cash used in operating activities | (945,405) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (754,743,760) |
Net cash used in investing activities | (754,743,760) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B ordinary shares to the Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 739,743,760 |
Proceeds from sale of Placement Units | 21,700,000 |
Proceeds from promissory note – related party | 300,000 |
Repayment of promissory note – related party | (305,000) |
Payments of offering costs | (672,227) |
Net cash provided by financing activities | 760,791,533 |
Net Change in Cash | 5,102,368 |
Cash – Beginning | |
Cash – Ending | 5,102,368 |
Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 682,284,855 |
Change in value of Class A ordinary shares subject to possible redemption | (6,607,156) |
Deferred underwriting fee payable | 30,284,626 |
Initial classification of warrant liabilities | $ 49,174,771 |
Description of Organization and
Description of Organization and Business Operations | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FTAC Olympus Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 2, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 2, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination, and activities in connection with the proposed reorganization agreement with Payoneer Inc., a Delaware corporation (“Payoneer”) (see Note 11) . The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on August 25, 2020. On August 28, 2020, the Company consummated the Initial Public Offering of 75,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $750,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,170,000 units (each, a “Placement Unit” and collectively, the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to FTAC Olympus Sponsor, LLC, generating gross proceeds of $21,700,000, which is described in Note 5. The managers of FTAC Olympus Sponsor, LLC are Betsy Z. Cohen and Ryan M. Gilbert. On September 23, 2020, the underwriters partially exercised their over-allotment option, resulting in the sale of an additional 474,376 Units for total gross proceeds of $4,743,760. Transaction costs amounted to $45,956,853, consisting of $15,000,000 of underwriting fees, $30,284,626 of deferred underwriting fees and $672,227 of other offering costs. Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Placement Units, a total of $754,743,760 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by August 28, 2022 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders of the outstanding 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 general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share 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 representatives on behalf of the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (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 (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction 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. If the Company seeks shareholder approval in connection with a Business Combination, FTAC Olympus Sponsor, LLC and FTAC Olympus Advisors, LLC (collectively, the “Sponsor”) and the Company’s officers and directors (the “Insiders”) have agreed to vote their Founder Shares (as defined in Note 6), the Class A ordinary shares included in the Placement Units (the “Placement Shares”) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Insiders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment. The Company will have until August 28, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem 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 (which interest will be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s shareholders and board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Insiders have agreed to waive their liquidation rights with respect to their Founder Shares and Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Insiders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The representatives of the underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, FTAC Olympus Sponsor, LLC has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, FTAC Olympus Sponsor, LLC will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that FTAC Olympus Sponsor, LLC will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 7 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements as of and for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. The table below summarizes the changes to the previously issued financial information. As Previously As Reported Adjustments Restated Balance sheet as of August 28, 2020 (audited) Warrant Liabilities $ - $ 42,957,966 $ 42,957,966 Total Liabilities 30,038,556 42,957,966 72,996,522 Class A Ordinary Shares Subject to Possible Redemption 721,047,750 (42,957,966 ) 678,089,784 Class A Ordinary Shares 507 429 936 Additional Paid-in Capital 5,002,305 2,540,939 7,543,244 Accumulated Deficit (5,015 ) (2,541,368 ) (2,546,383 ) Shareholders’ Equity 5,000,008 - 5,000,008 Number of shares subject to redemption 72,104,775 (4,295,797 ) 67,808,978 Balance sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ - $ 43,739,664 $ 43,739,664 Total Liabilities 30,306,708 $ 43,739,664 74,046,372 Class A Ordinary Shares Subject to Possible Redemption 725,421,970 (43,739,664 ) 681,682,306 Class A Ordinary Shares 510 437 947 Additional Paid-in Capital 5,087,486 (3,058,560 ) 8,146,046 Accumulated Deficit (89,928 ) (3,058,997 ) (3,148,925 ) Shareholders’ Equity 5,000,009 - 5,000,009 Number of shares subject to redemption 72,542,197 (4,373,966 ) 68,168,231 Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ - $ 49,174,771 $ 49,174,771 Total Liabilities 30,404,648 49,174,771 79,579,419 Class A Ordinary Shares Subject to Possible Redemption 724,852,470 (49,174,771 ) 675,677,699 Class A Ordinary Shares 516 492 1,008 Additional Paid-in Capital 5,656,980 8,493,612 14,150,592 Accumulated Deficit (659,436 ) (8,494,104 ) (9,153,540 ) Shareholders’ Equity 5,000,001 - 5,000,001 Number of shares subject to redemption 72,485,247 (4,917,477 ) 67,567,770 Three Months Ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities - (517,629 ) (517,629 ) Offering costs associated with warrants recorded as liabilities - (2,541,368 ) (2,541,368 ) Net loss (84,913 ) (3,058,997 ) (3,143,910 ) Weighted average shares outstanding of Class A redeemable ordinary shares 75,115,000 - 75,115,000 Basic and diluted net loss per share, Class A redeemable ordinary shares 0.00 0.00 0.00 Weighted average shares outstanding of Class A and B non-redeemable ordinary shares 20,089,849 - 20,089,849 Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares (0.00 ) (0.16 ) (0.16 ) Period from June 2, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liabilities - (517,629 ) (517,629 ) Offering costs associated with warrants recorded as liabilities - (2,541,368 ) (2,541,368 ) Net loss (89,928 ) (3,058,997 ) (3,148,925 ) Weighted average shares outstanding of Class A redeemable ordinary shares 75,115,000 - 75,115,000 Basic and diluted net loss per share, Class A redeemable ordinary shares 0.00 0.00 0.00 Weighted average shares outstanding of Class A and B non-redeemable ordinary shares 19,897,156 - 19,897,156 Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares (0.00 ) (0.16 ) (0.16 ) Period from June 2, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liabilities - (5,952,736 ) (5,952,736 ) Offering costs associated with warrants recorded as liabilities - (2,541,368 ) (2,541,368 ) Net loss (659,436 ) (8,494,104 ) (9,153,540 ) Weighted average shares outstanding of Class A redeemable ordinary shares 75,376,489 - 75,376,489 Basic and diluted net loss per share, Class A redeemable ordinary shares 0.00 0.00 0.00 Weighted average shares outstanding of Class A and B non-redeemable ordinary shares 20,766,410 - 20,766,410 Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares (0.03 ) (0.41 ) (0.44 ) Cash Flow Statement for the period ended September 30, 2020 (unaudited) Net loss (89,928 ) (3,058,997 ) (3,148,925 ) Change in fair value of warrant liabilities - 517,629 517,629 Transaction costs allocable to warrant liabilities - 2,541,368 2,541,368 Initial value of Class A ordinary shares subject to possible redemption 725,506,890 (43,222,035 ) 682,284,855 Change in value of Class A ordinary shares subject to possible redemption (84,920 ) - (84,920 ) Cash Flow Statement for the period ended December 31, 2020 (audited) Net loss (659,436 ) (8,494,104 ) (9,153,540 ) Change in fair value of warrant liabilities - 5,952,736 5,952,736 Transaction costs allocable to warrant liabilities - 2,541,368 2,541,368 Initial value of Class A ordinary shares subject to possible redemption 725,506,890 (43,222,035 ) 682,284,855 Change in value of Class A ordinary shares subject to possible redemption (654,420 ) (5,952,736 ) (6,607,156 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. Offering Costs Offering costs consist of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expenses as incurred, presented as non-operating expenses in the as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $2.5 million is included in the offering costs associated with warrants recorded as liabilities in the statement of operations and $43.4 million is included in the shareholders’ equity. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a derivative liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was initially measured using a binomial / lattice model with subsequent periods measured at the trading price, whereas the Private Placement Warrants were initially and subsequently measured using the Black-Scholes Option Pricing Model. (see Note 11). In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the statement of operations as incurred. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 67,567,770 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the partial exercise of the over-allotment option and (iii) the Placement Units since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 25,881,458 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class A and Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstanding for the period. Class A and Class B non-redeemable ordinary shares includes the Founder Shares and the Private Placement Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 25,407 Net Earnings $ 25,407 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 75,376,489 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ — Non-Redeemable Class A and B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (9,153,540 ) Redeemable Net Earnings $ (25,407 ) Non-Redeemable Net Loss $ (9,178,947 ) Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted 20,766,410 Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares $ (0.44 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s ordinary shareholders. The weighted average non-redeemable ordinary shares for the period ended December 31, 2020 includes the effect of 2,170,000 Private Units, which were issued in conjunction with the initial public offering on August 28, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (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. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 7 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 75,474,376 Units, which includes the partial exercise by the underwriters of their over-allotment option on September 23, 2020 in the amount of 474,376 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). |
Private Placement
Private Placement | 7 Months Ended |
Dec. 31, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, FTAC Olympus Sponsor, LLC purchased an aggregate of 2,170,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $21,700,000. Each Placement Unit consists of one Placement Share and one-third of one redeemable warrant (“Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Placement Units and all underlying securities will be worthless. |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares In June 2020, the Sponsor purchased 8,845,000 Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000. In August 2020, the Company effected a share capitalization pursuant to which the Company issued an additional 13,260,000 ordinary shares, resulting in a total of 22,105,000 Founder Shares issued and outstanding. The Founder Shares included up to 2,812,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will represent 20% of the aggregate Founder Shares, Private Shares and issued and outstanding Public Shares after the Initial Public Offering. On September 23, 2020, in connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 2,693,906 Founder Shares were forfeited and 118,594 Founder Shares are no longer subject to forfeiture. As a result, at December 31, 2020, there are 19,411,094 Founder Shares outstanding. The Insiders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares (i) with respect to 25% of such shares, until consummation of a Business Combination, (ii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note – Related Party On June 17, 2020, FTAC Olympus Sponsor, LLC agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. Outstanding balances of $300,000 under the Promissory Note were repaid upon the closing of the Initial Public Offering on August 28, 2020. On September 1, 2020, the Company repaid the $5,000 outstanding balance under the Promissory Note. Administrative Support Agreement The Company entered into an agreement, commencing on August 25, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $25,000 per month for office space, administrative and shared personnel support services. For the period from June 2, 2020 (inception) through December 31, 2020, the Company incurred and paid $100,000 in fees for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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 or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Placement Units. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 7 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on August 25, 2020, the holders of the Founder Shares, Placement Units (including securities contained therein) and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights to require the Company to register a sale of any securities held by them (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration 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. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $15,000,000 in the aggregate. In addition, the representatives of the underwriters are entitled to a deferred fee of $30,284,626. The deferred fee will become payable to the representatives from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Equity
Shareholders' Equity | 7 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 8 — SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary shares Class B Ordinary shares Holders of Class B ordinary shares will vote on the appointment of directors prior to the consummation of a Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares outstanding upon the completion of the Initial Public Offering and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent shares and warrants underlying units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Warrant Liabilities
Warrant Liabilities | 7 Months Ended |
Dec. 31, 2020 | |
Warrant Liabilities [Abstract] | |
WARRANT LIABILITIES | NOTE 9 — WARRANT LIABILITIES Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a warrant unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 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 notice of redemption is given to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for Class A Ordinary Shares when the price per Class A ordinary share equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and ● if , and only if, there is an effective registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Insiders or their affiliates, without taking into account any Founder Shares held by the Insiders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2020, assets held in the Trust Account were comprised of $754,769,167 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2020, the Company did not withdraw any interest earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 754,769,167 Liabilities: Warrant Liabilities – Public Warrants 1 $ 47,800,438 Warrant Liabilities – Private Placement Warrants 3 $ 1,374,333 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were initially valued using a binomial /lattice model. The Private Warrants are considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The binomial / lattice model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from the historical volatilities of comparable companies for a potential merger target as represented by firms in the Russell 3000 Index. A binomial / lattice model was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, including December 31, 2020, the closing price of the public warrants was used as the fair value as of each relevant date. The key inputs into the binomial/lattice model for the Private Warrants and the Public Warrants were as follows at initial measurement and September 30, 2020 and for the Private Warrants at December 31, 2020: Input August 28, 2020 (Initial Measurement) September 30, 2020 December 31, 2020 Risk-free interest rate 0.3 % 0.3 % 0.4 % Expected term (years) 5.3 5.3 5.3 Expected volatility 35.0 % 35.0 % 31.4 % Dividend yield 0.0 % 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Asset Price $ 9.39 $ 9.44 $ 10.30 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Initial measurement on August 28, 2020 $ 1,207,966 $ 41,750,000 $ 42,957,966 Initial measurement on September 23, 2020 Over-Allotment — 264,069 264,069 Change in valuation inputs or other assumptions 166,367 5,786,369 5,952,736 Fair value as of December 31, 2020 $ 1,374,333 $ 47,800,438 $ 49,174,771 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from June 2, 2020 (inception) through December 31, 2020 other than the transfer of the Public Warrants from Level 3 to Level 1. |
Subsequent Events
Subsequent Events | 7 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than described below and in Note 2 (Restatement), that would have required adjustment or disclosure in the financial statements. On February 3, 2021, the Company entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) by and among FTOC, New Starship Parent Inc., a Delaware corporation (“New Starship”), Starship Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”) and Payoneer Inc., a Delaware corporation (“Payoneer”, and together with us, New Starship and the Merger Subs, the “Parties”). Pursuant to the Reorganization Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing (as defined in the Reorganization Agreement), (i) First Merger Sub will merge with and into the Company (the “FTOC Merger”), with the Company surviving as a direct wholly owned subsidiary of New Starship and (ii) immediately thereafter, Second Merger Sub will merge with and into Payoneer (the “Payoneer Merger” and, together with the FTOC Merger, the “Mergers”) with Payoneer surviving as a direct wholly owned subsidiary of New Starship (the transactions contemplated by the Reorganization Agreement, the “Reorganization”). The Reorganization Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Reorganization Agreement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance 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 | 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Securities. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expenses as incurred, presented as non-operating expenses in the as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $2.5 million is included in the offering costs associated with warrants recorded as liabilities in the statement of operations and $43.4 million is included in the shareholders’ equity. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a derivative liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Public Warrants was initially measured using a binomial / lattice model with subsequent periods measured at the trading price, whereas the Private Placement Warrants were initially and subsequently measured using the Black-Scholes Option Pricing Model. (see Note 11). In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the statement of operations as incurred. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 67,567,770 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the partial exercise of the over-allotment option and (iii) the Placement Units since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 25,881,458 shares of Class A ordinary shares in the aggregate. The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for Class A and Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstanding for the period. Class A and Class B non-redeemable ordinary shares includes the Founder Shares and the Private Placement Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 25,407 Net Earnings $ 25,407 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 75,376,489 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ — Non-Redeemable Class A and B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (9,153,540 ) Redeemable Net Earnings $ (25,407 ) Non-Redeemable Net Loss $ (9,178,947 ) Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted 20,766,410 Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares $ (0.44 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s ordinary shareholders. The weighted average non-redeemable ordinary shares for the period ended December 31, 2020 includes the effect of 2,170,000 Private Units, which were issued in conjunction with the initial public offering on August 28, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. As of December 31, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of the restatement on each financial statement | As Previously As Reported Adjustments Restated Balance sheet as of August 28, 2020 (audited) Warrant Liabilities $ - $ 42,957,966 $ 42,957,966 Total Liabilities 30,038,556 42,957,966 72,996,522 Class A Ordinary Shares Subject to Possible Redemption 721,047,750 (42,957,966 ) 678,089,784 Class A Ordinary Shares 507 429 936 Additional Paid-in Capital 5,002,305 2,540,939 7,543,244 Accumulated Deficit (5,015 ) (2,541,368 ) (2,546,383 ) Shareholders’ Equity 5,000,008 - 5,000,008 Number of shares subject to redemption 72,104,775 (4,295,797 ) 67,808,978 Balance sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ - $ 43,739,664 $ 43,739,664 Total Liabilities 30,306,708 $ 43,739,664 74,046,372 Class A Ordinary Shares Subject to Possible Redemption 725,421,970 (43,739,664 ) 681,682,306 Class A Ordinary Shares 510 437 947 Additional Paid-in Capital 5,087,486 (3,058,560 ) 8,146,046 Accumulated Deficit (89,928 ) (3,058,997 ) (3,148,925 ) Shareholders’ Equity 5,000,009 - 5,000,009 Number of shares subject to redemption 72,542,197 (4,373,966 ) 68,168,231 Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ - $ 49,174,771 $ 49,174,771 Total Liabilities 30,404,648 49,174,771 79,579,419 Class A Ordinary Shares Subject to Possible Redemption 724,852,470 (49,174,771 ) 675,677,699 Class A Ordinary Shares 516 492 1,008 Additional Paid-in Capital 5,656,980 8,493,612 14,150,592 Accumulated Deficit (659,436 ) (8,494,104 ) (9,153,540 ) Shareholders’ Equity 5,000,001 - 5,000,001 Number of shares subject to redemption 72,485,247 (4,917,477 ) 67,567,770 Three Months Ended September 30, 2020 (unaudited) Change in fair value of warrant liabilities - (517,629 ) (517,629 ) Offering costs associated with warrants recorded as liabilities - (2,541,368 ) (2,541,368 ) Net loss (84,913 ) (3,058,997 ) (3,143,910 ) Weighted average shares outstanding of Class A redeemable ordinary shares 75,115,000 - 75,115,000 Basic and diluted net loss per share, Class A redeemable ordinary shares 0.00 0.00 0.00 Weighted average shares outstanding of Class A and B non-redeemable ordinary shares 20,089,849 - 20,089,849 Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares (0.00 ) (0.16 ) (0.16 ) Period from June 2, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liabilities - (517,629 ) (517,629 ) Offering costs associated with warrants recorded as liabilities - (2,541,368 ) (2,541,368 ) Net loss (89,928 ) (3,058,997 ) (3,148,925 ) Weighted average shares outstanding of Class A redeemable ordinary shares 75,115,000 - 75,115,000 Basic and diluted net loss per share, Class A redeemable ordinary shares 0.00 0.00 0.00 Weighted average shares outstanding of Class A and B non-redeemable ordinary shares 19,897,156 - 19,897,156 Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares (0.00 ) (0.16 ) (0.16 ) Period from June 2, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liabilities - (5,952,736 ) (5,952,736 ) Offering costs associated with warrants recorded as liabilities - (2,541,368 ) (2,541,368 ) Net loss (659,436 ) (8,494,104 ) (9,153,540 ) Weighted average shares outstanding of Class A redeemable ordinary shares 75,376,489 - 75,376,489 Basic and diluted net loss per share, Class A redeemable ordinary shares 0.00 0.00 0.00 Weighted average shares outstanding of Class A and B non-redeemable ordinary shares 20,766,410 - 20,766,410 Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares (0.03 ) (0.41 ) (0.44 ) Cash Flow Statement for the period ended September 30, 2020 (unaudited) Net loss (89,928 ) (3,058,997 ) (3,148,925 ) Change in fair value of warrant liabilities - 517,629 517,629 Transaction costs allocable to warrant liabilities - 2,541,368 2,541,368 Initial value of Class A ordinary shares subject to possible redemption 725,506,890 (43,222,035 ) 682,284,855 Change in value of Class A ordinary shares subject to possible redemption (84,920 ) - (84,920 ) Cash Flow Statement for the period ended December 31, 2020 (audited) Net loss (659,436 ) (8,494,104 ) (9,153,540 ) Change in fair value of warrant liabilities - 5,952,736 5,952,736 Transaction costs allocable to warrant liabilities - 2,541,368 2,541,368 Initial value of Class A ordinary shares subject to possible redemption 725,506,890 (43,222,035 ) 682,284,855 Change in value of Class A ordinary shares subject to possible redemption (654,420 ) (5,952,736 ) (6,607,156 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net loss per ordinary share | For the Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ 25,407 Net Earnings $ 25,407 Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 75,376,489 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ — Non-Redeemable Class A and B Ordinary Shares Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (9,153,540 ) Redeemable Net Earnings $ (25,407 ) Non-Redeemable Net Loss $ (9,178,947 ) Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted 20,766,410 Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares $ (0.44 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company’s assets and liabilities that are measured at fair value on a recurring basis | Description Level December 31, 2020 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 754,769,167 Liabilities: Warrant Liabilities – Public Warrants 1 $ 47,800,438 Warrant Liabilities – Private Placement Warrants 3 $ 1,374,333 |
Schedule of binomial/lattice model for Private Warrants and Public Warrants | Input August 28, 2020 (Initial Measurement) September 30, 2020 December 31, 2020 Risk-free interest rate 0.3 % 0.3 % 0.4 % Expected term (years) 5.3 5.3 5.3 Expected volatility 35.0 % 35.0 % 31.4 % Dividend yield 0.0 % 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Asset Price $ 9.39 $ 9.44 $ 10.30 |
Schedule of Changes in Fair Value of Warrant Liabilities | Private Placement Public Warrant Liabilities Initial measurement on August 28, 2020 $ 1,207,966 $ 41,750,000 $ 42,957,966 Initial measurement on September 23, 2020 Over-Allotment — 264,069 264,069 Change in valuation inputs or other assumptions 166,367 5,786,369 5,952,736 Fair value as of December 31, 2020 $ 1,374,333 $ 47,800,438 $ 49,174,771 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 7 Months Ended | |
Sep. 23, 2020 | Aug. 28, 2020 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price (in Dollars per share) | $ 10 | $ 10 | |
Transaction costs | $ 45,956,853 | ||
Underwriting fees | 15,000,000 | ||
Deferred underwriting fees | 30,284,626 | ||
Deferred offering costs | 672,227 | ||
Trust account | $ 754,743,760 | ||
Business combination redeem | 100.00% | ||
Aggregate fair market value, percentage | 80.00% | ||
Percentage of outstanding voting securities | 50.00% | ||
Business combination net tangible assets | $ 5,000,001 | ||
Public shares, without the prior consent | 15.00% | ||
Business combination, description | If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem 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 (which interest will be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s shareholders and board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | ||
Trust Account [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price (in Dollars per share) | $ 10 | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 75,000,000 | ||
Share price (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 750,000,000 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 2,170,000 | ||
Gross proceeds | $ 21,700,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 474,376 | ||
Gross proceeds | $ 4,743,760 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of the restatement on each financial statement - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 28, 2020 | |
As Previously Reported [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant Liabilities | ||||
Total Liabilities | 30,306,708 | 30,306,708 | 30,404,648 | 30,038,556 |
Class A Ordinary Shares Subject to Possible Redemption | 725,421,970 | 725,421,970 | 724,852,470 | 721,047,750 |
Class A Ordinary Shares | 510 | 510 | 516 | 507 |
Additional Paid-in Capital | 5,087,486 | 5,087,486 | 5,656,980 | 5,002,305 |
Accumulated Deficit | (89,928) | (89,928) | (659,436) | (5,015) |
Shareholders’ Equity | 5,000,009 | 5,000,009 | 5,000,001 | 5,000,008 |
Number of shares subject to redemption | 72,542,197 | 72,542,197 | 72,485,247 | 72,104,775 |
Change in fair value of warrant liabilities | ||||
Offering costs associated with warrants recorded as liabilities | ||||
Net loss | $ (84,913) | $ (89,928) | $ (659,436) | |
Weighted average shares outstanding of Class A redeemable ordinary shares (in Shares) | 75,115,000 | 75,115,000 | 75,376,489 | |
Basic and diluted net loss per share, Class A redeemable ordinary shares (in Dollars per share) | $ 0 | $ 0 | $ 0 | |
Weighted average shares outstanding of Class A and B non-redeemable ordinary shares (in Shares) | 20,089,849 | 19,897,156 | 20,766,410 | |
Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares (in Shares) | 0 | 0 | (0.03) | |
Net loss | $ (89,928) | $ (659,436) | ||
Change in fair value of warrant liabilities | ||||
Transaction costs allocable to warrant liabilities | ||||
Initial value of Class A ordinary shares subject to possible redemption | 725,506,890 | 725,506,890 | ||
Change in value of Class A ordinary shares subject to possible redemption | (84,920) | (654,420) | ||
Adjustments [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant Liabilities | $ 43,739,664 | 43,739,664 | 49,174,771 | 42,957,966 |
Total Liabilities | 43,739,664 | 43,739,664 | 49,174,771 | 42,957,966 |
Class A Ordinary Shares Subject to Possible Redemption | (43,739,664) | (43,739,664) | (49,174,771) | (42,957,966) |
Class A Ordinary Shares | 437 | 437 | 492 | 429 |
Additional Paid-in Capital | (3,058,560) | (3,058,560) | 8,493,612 | 2,540,939 |
Accumulated Deficit | (3,058,997) | (3,058,997) | (8,494,104) | (2,541,368) |
Shareholders’ Equity | ||||
Number of shares subject to redemption | (4,373,966) | (4,373,966) | (4,917,477) | (4,295,797) |
Change in fair value of warrant liabilities | (517,629) | (517,629) | (5,952,736) | |
Offering costs associated with warrants recorded as liabilities | (2,541,368) | (2,541,368) | (2,541,368) | |
Net loss | $ (3,058,997) | $ (3,058,997) | $ (8,494,104) | |
Weighted average shares outstanding of Class A redeemable ordinary shares (in Shares) | ||||
Basic and diluted net loss per share, Class A redeemable ordinary shares (in Dollars per share) | $ 0 | $ 0 | $ 0 | |
Weighted average shares outstanding of Class A and B non-redeemable ordinary shares (in Shares) | ||||
Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares (in Shares) | (0.16) | (0.16) | (0.41) | |
Net loss | $ (3,058,997) | $ (8,494,104) | ||
Change in fair value of warrant liabilities | 517,629 | 5,952,736 | ||
Transaction costs allocable to warrant liabilities | 2,541,368 | 2,541,368 | ||
Initial value of Class A ordinary shares subject to possible redemption | (43,222,035) | (43,222,035) | ||
Change in value of Class A ordinary shares subject to possible redemption | (5,952,736) | |||
As Restated [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Warrant Liabilities | $ 43,739,664 | 43,739,664 | 49,174,771 | 42,957,966 |
Total Liabilities | 74,046,372 | 74,046,372 | 79,579,419 | 72,996,522 |
Class A Ordinary Shares Subject to Possible Redemption | 681,682,306 | 681,682,306 | 675,677,699 | 678,089,784 |
Class A Ordinary Shares | 947 | 947 | 1,008 | 936 |
Additional Paid-in Capital | 8,146,046 | 8,146,046 | 14,150,592 | 7,543,244 |
Accumulated Deficit | (3,148,925) | (3,148,925) | (9,153,540) | (2,546,383) |
Shareholders’ Equity | 5,000,009 | 5,000,009 | 5,000,001 | 5,000,008 |
Number of shares subject to redemption | 68,168,231 | 68,168,231 | 67,567,770 | $ 67,808,978 |
Change in fair value of warrant liabilities | (517,629) | (517,629) | (5,952,736) | |
Offering costs associated with warrants recorded as liabilities | (2,541,368) | (2,541,368) | (2,541,368) | |
Net loss | $ (3,143,910) | $ (3,148,925) | $ (9,153,540) | |
Weighted average shares outstanding of Class A redeemable ordinary shares (in Shares) | 75,115,000 | 75,115,000 | 75,376,489 | |
Basic and diluted net loss per share, Class A redeemable ordinary shares (in Dollars per share) | $ 0 | $ 0 | $ 0 | |
Weighted average shares outstanding of Class A and B non-redeemable ordinary shares (in Shares) | 20,089,849 | 19,897,156 | 20,766,410 | |
Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares (in Shares) | (0.16) | (0.16) | (0.44) | |
Net loss | $ (3,148,925) | $ (9,153,540) | ||
Change in fair value of warrant liabilities | 517,629 | 5,952,736 | ||
Transaction costs allocable to warrant liabilities | 2,541,368 | 2,541,368 | ||
Initial value of Class A ordinary shares subject to possible redemption | 682,284,855 | 682,284,855 | ||
Change in value of Class A ordinary shares subject to possible redemption | $ (84,920) | $ (6,607,156) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 7 Months Ended |
Dec. 31, 2020USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | $ | $ 2.5 |
Stockholders’ equity | $ | $ 43.4 |
Ordinary shares subject to possible redemption | shares | 67,567,770 |
Weighted average non-redeemable ordinary shares | shares | 2,170,000 |
Federal depository insurance corporation coverage limit | $ | $ 250,000 |
Class A Ordinary Shares [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Exercisable to purchase shares | shares | 25,881,458 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per ordinary share | 7 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | $ 25,407 |
Net Earnings | $ 25,407 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted (in Shares) | shares | 75,376,489 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares (in Dollars per share) | $ / shares | |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net Loss | $ (9,153,540) |
Redeemable Net Earnings | (25,407) |
Non-Redeemable Net Loss | $ (9,178,947) |
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares | |
Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted (in Shares) | shares | 20,766,410 |
Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares (in Dollars per share) | $ / shares | $ (0.44) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 7 Months Ended |
Sep. 23, 2020 | Dec. 31, 2020 | |
Initial Public Offering (Details) [Line Items] | ||
Sold unit (in Dollars) | $ 20,492,034 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sold unit shares (in Shares) | 75,474,376 | |
Share price | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sold unit (in Dollars) | $ 474,376 | |
Class A Ordinary Share [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sold unit shares (in Shares) | 2,170,000 | |
Sold unit (in Dollars) | $ 217 | |
Warrant exercisable price | $ 11.50 | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 7 Months Ended | |
Dec. 31, 2020 | Sep. 23, 2020 | |
Private Placement [Member] | Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchased an aggregate shares (in Shares) | 2,170,000 | |
Share price | $ 10 | |
Payments for (Proceeds from) Previous Acquisition (in Dollars) | $ 21,700,000 | |
Class A Ordinary Share [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchased an aggregate shares (in Shares) | 2,170,000 | |
Warrant exercisable price | $ 11.50 | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 7 Months Ended | |||||||
Sep. 23, 2020 | Aug. 31, 2020 | Aug. 28, 2020 | Aug. 25, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 17, 2020 | Dec. 31, 2020 | Sep. 01, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Issued and outstanding shares, percentage | 20.00% | ||||||||
Stock splits, description | The Insiders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares (i) with respect to 25% of such shares, until consummation of a Business Combination, (ii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (iv) with respect to 25% of such shares, when the closing price of the Class A ordinary shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||||||
Company incurred description | For the period from June 2, 2020 (inception) through December 31, 2020, the Company incurred and paid $100,000 in fees for these services. | ||||||||
Related party loans, description | The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. | ||||||||
Promissory Note [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Interest expense (in Dollars) | $ 500,000 | ||||||||
Repayments of promissory note outstanding balance (in Dollars) | $ 5,000 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Forfeiture of founder shares | 118,594 | ||||||||
Promissory Note [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate unsecured promissory note amount (in Dollars) (in Dollars) | $ 300,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sponsor fees (in Dollars) | $ 25,000 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase of shares | 25,000 | ||||||||
Total number of shares outstanding | 22,105,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Forfeiture of founder shares | 2,693,906 | ||||||||
Over-Allotment Option [Member] | Minimum [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Forfeiture of founder shares | 2,812,500 | ||||||||
Common Class B [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase of shares | |||||||||
Forfeiture of founder shares | 2,693,906 | ||||||||
Common stock, shares outstanding | 19,411,094 | ||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase of shares | 8,845,000 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Additional ordinary shares | 13,260,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting discount | 2.00% |
Gross proceeds of Initial public offering | $ 15,000,000 |
Underwriters fees | $ 30,284,626 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 7 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholders' Equity (Details) [Line Items] | |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares subject to possible redemption | 67,567,770 |
Private placement warrants, description | In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares outstanding upon the completion of the Initial Public Offering and the private placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent shares and warrants underlying units issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Shareholders ownership, percentage | 100.00% |
Common Class A [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Shares Description | At December 31, 2020, there were 10,076,606 Class A ordinary shares issued and outstanding, excluding 67,567,770 Class A ordinary shares subject to possible redemption. |
Common stock, share issued | 10,076,606 |
Common stock, shares outstanding | 10,076,606 |
Common Class B [Member] | |
Shareholders' Equity (Details) [Line Items] | |
Common stock, shares authorized | 50,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, share issued | 19,411,094 |
Common stock, shares outstanding | 19,411,094 |
Shareholders ownership, percentage | 20.00% |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 7 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Warrant Liabilities (Details) [Line Items] | |
Business combination description | (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. |
Redemption of warrants | $ 10 |
Price per warrant | 0.01 |
Class A ordinary per shares | 18 |
Price per warrant | 0.10 |
Public share, price per share | 10 |
Price per ordinary share | $ 9.20 |
Aggregate gross proceeds | 50.00% |
Business combination per share | $ 9.20 |
Percentage of interest bearing | 115.00% |
Newly issued price (in Shares) | shares | 10 |
Redemption trigger prices | $ 18 |
Market value percentage | 100.00% |
Newly issued percentage | 180.00% |
Private Warrants [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Private warrants issued (in Shares) | shares | 25,158,125 |
Private warrants outstanding (in Shares) | shares | 723,333 |
Common Class A [Member] | |
Warrant Liabilities (Details) [Line Items] | |
Redemption of warrants | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Assets held in trust account | $ 754,769,167 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Company’s assets and liabilities that are measured at fair value on a recurring basis - Fair Value, Inputs, Level 1 [Member] - US Treasury Securities [Member] | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Assets: | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 754,769,167 |
Liabilities: | |
Warrant Liabilities – Public Warrants | 47,800,438 |
Warrant Liabilities – Private Placement Warrants | $ 1,374,333 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of binomial/lattice model for Private Warrants and Public Warrants - $ / shares | 1 Months Ended | 4 Months Ended | 7 Months Ended |
Aug. 28, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Schedule of binomial/lattice model for Private Warrants and Public Warrants [Abstract] | |||
Risk-free interest rate | 0.30% | 0.30% | 0.40% |
Expected term (years) | 5 years 109 days | 5 years 109 days | 5 years 109 days |
Expected volatility | 35.00% | 35.00% | 31.40% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 |
Asset Price (in Dollars per share) | $ 9.39 | $ 9.44 | $ 10.30 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Changes in Fair Value of Warrant Liabilities | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of Changes in Fair Value of Warrant Liabilities [Line Items] | |
Initial measurement on August 28, 2020 | $ 1,207,966 |
Initial measurement on September 23, 2020 Over-Allotment | |
Change in valuation inputs or other assumptions | 166,367 |
Fair value as of December 31, 2020 | 1,374,333 |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of Changes in Fair Value of Warrant Liabilities [Line Items] | |
Initial measurement on August 28, 2020 | 41,750,000 |
Initial measurement on September 23, 2020 Over-Allotment | 264,069 |
Change in valuation inputs or other assumptions | 5,786,369 |
Fair value as of December 31, 2020 | 47,800,438 |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of Changes in Fair Value of Warrant Liabilities [Line Items] | |
Initial measurement on August 28, 2020 | 42,957,966 |
Initial measurement on September 23, 2020 Over-Allotment | 264,069 |
Change in valuation inputs or other assumptions | 5,952,736 |
Fair value as of December 31, 2020 | $ 49,174,771 |