Cover Page
Cover Page - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Mar. 19, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Central Index Key | 0001823200 | |
Entity Registrant Name | BCLS Acquisition Corp. | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Voluntary Filers | No | |
Entity Shell Company | true | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, State or Province | MA | |
Entity Incorporation, State or Country Code | E9 | |
Entity Public Float | $ 160,137,500 | |
ICFR Auditor Attestation Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,862,500 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,593,750 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 968,800 |
Prepaid expenses | 451,425 |
Total current assets | 1,420,225 |
Investments held in Trust Account | 143,750,904 |
Total assets | 145,171,129 |
Current liabilities: | |
Accounts payable | 19,824 |
Accrued expenses | 101,947 |
Due to related party | 23,548 |
Total current liabilities | 145,319 |
Deferred underwriting commissions payable | 5,031,250 |
Total liabilities | 5,176,569 |
Commitments and Contingencies (Note 5) | 0 |
Class A ordinary shares; 13,499,455 shares subject to possible redemption at $10.00 per share | 134,994,550 |
Shareholders' Equity: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 5,166,268 |
Accumulated deficit | (166,753) |
Total shareholders' equity | 5,000,010 |
Total Liabilities and Shareholders' Equity | 145,171,129 |
Common Class A | |
Shareholders' Equity: | |
Ordinary shares | 136 |
Total shareholders' equity | 136 |
Common Class B | |
Shareholders' Equity: | |
Ordinary shares | 359 |
Total shareholders' equity | $ 359 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Common stock shares subject to possible redemption | 13,499,455 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A | |
Temporary equity par or stated value per share | $ / shares | $ 10 |
Common stock shares subject to possible redemption | 13,499,455 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | 1,363,045 |
Common stock, shares outstanding | 1,363,045 |
Common Class B | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 3,593,750 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Operating expenses | |
General and administrative expenses | $ 144,109 |
Administrative fee - related party | 23,548 |
Loss from operations | (167,657) |
Net gain from investments held in Trust Account | 904 |
Net loss | $ (166,753) |
Class A redeemable | |
Operating expenses | |
Basic and diluted weighted average shares outstanding | shares | 14,375,000 |
Basic and diluted net income (loss) per share | $ / shares | $ 0 |
Class A and Class B non-redeemable | |
Operating expenses | |
Basic and diluted weighted average shares outstanding | shares | 3,503,467 |
Basic and diluted net income (loss) per share | $ / shares | $ (0.05) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 4 months ended Dec. 31, 2020 - USD ($) | Total | Additional Paid-in Capital | Retained Earnings | Common Class A | Common Class B |
Beginning balance, shares at Aug. 25, 2020 | |||||
Beginning balance at Aug. 25, 2020 | |||||
Class of Stock [Line Items] | |||||
Issuance of Class B ordinary shares to Sponsor, shares | 3,593,750 | ||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 24,641 | $ 359 | ||
Sale of units in initial public offering, gross, shares | 14,375,000 | ||||
Sale of units in initial public offering, gross | 143,750,000 | 143,748,563 | $ 1,437 | ||
Offering costs | (8,488,687) | (8,488,687) | $ 0 | ||
Sale of Class A ordinary shares to Sponsor, shares | 487,500 | ||||
Sale of Class A ordinary shares to Sponsor | 4,875,000 | 4,874,951 | $ 49 | ||
Shares subject to possible redemption, shares | (13,499,455) | ||||
Shares subject to possible redemption | (134,994,550) | (134,993,200) | $ (1,350) | ||
Net loss | (166,753) | $ (166,753) | $ 0 | ||
Ending balance, shares at Dec. 31, 2020 | 1,363,045 | 3,593,750 | |||
Ending Balance at Dec. 31, 2020 | $ 5,000,010 | $ 5,166,268 | $ (166,753) | $ 136 | $ 359 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (166,753) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Net gain from investments held in Trust Account | (904) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (426,425) |
Accounts payable | 4,374 |
Accrued expenses | 26,947 |
Due to related party | 23,548 |
Net cash used in operating activities | (539,213) |
Cash Flows from Investing Activities: | |
Cash deposited in Trust Account | (143,750,000) |
Net cash used in investing activities | (143,750,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 18,659 |
Repayment of note payable to related party | (45,722) |
Proceeds received from initial public offering, gross | 143,750,000 |
Proceeds received from private placement | 4,875,000 |
Offering costs paid | (3,339,924) |
Net cash provided by financing activities | 145,258,013 |
Net increase in cash | 968,800 |
Cash - beginning of the period | |
Cash - end of the period | 968,800 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs included in accounts payable | 15,450 |
Offering costs included in accrued expenses | 70,000 |
Payment of offering costs through note payable - related party | 27,063 |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Deferred underwriting commissions | 5,031,250 |
Initial Value of Class A ordinary shares subject to possible redemption | 135,129,860 |
Change in initial value of Class A ordinary shares subject to possible redemption | $ (135,310) |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION BCLS Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on August 26, 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 (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). All activity for the period from August 26, 2020 (inception) through December 31, 2020 relates to the Company’s formation and its preparation for the initial public offering (“Initial Public Offering”), which is described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is BCLS Acquisition Holdings, LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering (the “IPO Registration Statement”) was declared effective on October 21, 2020. On October 26, 2020, the Company consummated its Initial Public Offering of 14,375,000 Class A ordinary shares (the “Public Shares”), including the 1,875,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $8.5 million, inclusive of approximately $5.0 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 487,500 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $4.9 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $143.8 million ($10.00 per share under Rule 2a-7 promulgated under ii iii The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, 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 amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide 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 in the Trust Account (initially anticipated to be $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 taxes). 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 Goldman Sachs & Co. LLC and Jeffries LLC, as the underwriters of the Company’s Initial Public Offering (as discussed in Note 5). These Public Shares were classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a general meeting are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to 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 transactions is required by law, or the Company decides to obtain shareholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association The Company’s Sponsor and independent directors ( the “Initial Shareholders”) 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 The Initial Shareholders Initial Shareholders Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding 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. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. The Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources As of December 31, 2020, the Company had approximately $1.0 million in its operating bank account and working capital of approximately $1.3 million. The Company’s liquidity needs to date have been satisfied through a payment by the Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Concentrations of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the federal Investments in Money Market Funds Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • 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. As of December 31, 2020, the carrying values of cash, accounts payable, and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07, 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. 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. There were no cash equivalents as of December 31, 2020. Offering costs Offering costs consist legal, accounting, underwriting fees and other costs incurred in connection with the formation and preparation for the Initial Public Offering. These costs were charged to additional paid- in capital upon the completion of the Initial Public Offering. Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 13,499,455 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per ordinary share subject to redemption in a manner similar to the two-class method of Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company 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 periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On October 26, 2020, the Company consummated its Initial Public Offering of 14,375,000 Public Shares, including the 1,875,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $143.8 million, and incurring offering costs of approximately $8.5 million, inclusive of approximately $5.0 million in deferred underwriting commissions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On August 31, 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 3,593,750 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In September 2020, the Sponsor transferred an aggregate of 90,000 Founder Shares to the Company’s independent directors. The Sponsor agreed to forfeit up to 468,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares and assuming the Initial Shareholders did The Initial Shareholders for share sub-divisions, share capitalizations, 20 trading days within any 30-trading day 150 days Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 487,500 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $4.9 million. The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been added to the proceeds from the Initial Public Offering held in the Trust Account. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Related Party Loans On August 31, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company 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 the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. To date, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month. The Company incurred approximately $24,000 in these fees for the period from the effective date of the Initial Public Offering through December 31, 2020. As of December 31, 2020, the amount due to related party for these services was approximately $24,000. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 4 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans, are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which Initial Shareholders Underwriting Agreement The Company granted the underwriters a 45-day option from The underwriters were entitled to an underwriting discount of $0.20 per Public Share, or approximately $2.9 million in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, $0.35 per Public Share, or approximately $5.0 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on these s statements do |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 4 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 6. SHAREHOLDERS’ EQUITY Class A Ordinary Shares — Class B Ordinary Shares — Initial Shareholders Initial Shareholders did Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% less than one-to-one. Preference Shares — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements which have not previously been disclosed within the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the federal |
Investments in Money Market Funds Held in the Trust Account | Investments in Money Market Funds Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain from investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • 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. As of December 31, 2020, the carrying values of cash, accounts payable, and due to related party approximate their fair values due to the short-term nature of the instruments. The Company’s investments in money market funds held in Trust Account are valued using NAV as a practical expedient for fair value under ASU 2015-07, |
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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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. There were no cash equivalents as of December 31, 2020. |
Offering costs | Offering costs Offering costs consist legal, accounting, underwriting fees and other costs incurred in connection with the formation and preparation for the Initial Public Offering. These costs were charged to additional paid- in capital upon the completion of the Initial Public Offering. |
Class A Ordinary Shares subject to possible redemption | Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 13,499,455 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. |
Net income (loss) per ordinary share | Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per ordinary share subject to redemption in a manner similar to the two-class method of |
Income taxes | Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company 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 periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Additional Information (Detail) - USD ($) | Oct. 26, 2020 | Dec. 31, 2020 | Aug. 25, 2020 |
Share issued price per share | $ 10 | ||
Proceeds From Private Placement | $ 4,875,000 | ||
Proceeds From Initial Public Offering | $ 143,750,000 | ||
Restricted investments maturity | 185 days | ||
Common Stock Value Held in Trust Account | $ 143,800,000 | ||
Maximum percentage of shares redeemed on non completion of business combination | 100.00% | ||
Expenses payable on dissolution | $ 100,000 | ||
Threshold percentage on fair market value of net assets held in trust account for business combination | 80.00% | ||
Threshold percentage on purchase of outstanding voting shares for business combination | 50.00% | ||
Common stock redemption price per share | $ 10 | ||
Net tangible assets required for business combination | $ 5,000,001 | ||
Minimum interest on trust deposits eligible to pay dissolution expenses | 100,000 | ||
Working capital | 968,800 | ||
Stock Issued During Period, Value, Issued for Services | 25,000 | ||
Underwriting Fees | $ 8,500,000 | $ 8,488,687 | |
Underwriting discount per unit | $ 0.20 | ||
Payments For Underwriting Expense | $ 2,900,000 | ||
Deferred underwriting expense | $ 5,000,000 | 5,000,000 | |
Working capital loan | $ 0 | ||
Common Class A | |||
Shares Issued During Period New Issues | 14,375,000 | ||
Proceeds From Private Placement | $ 49 | ||
Underwriting Fees | 0 | ||
Liquidity and Capital Resources | |||
Cash at bank | 1,000,000 | ||
Working capital | 1,300,000 | ||
Working capital loan | $ 0 | ||
Minimum | |||
Share issued price per share | $ 10 | ||
IPO | |||
Shares Issued During Period New Issues | 14,375,000 | ||
Share issued price per share | $ 10 | ||
Proceeds From Initial Public Offering | $ 143,800,000 | ||
Maximum percentage of shares redeemed on non completion of business combination | 100.00% | ||
Share Price | $ 10 | ||
Maximum percentage of shares redeemed without prior consent | 15.00% | ||
Over-Allotment Option [Member] | |||
Shares Issued During Period New Issues | 1,875,000 | 1,875,000 | |
Sponsor | |||
Proceeds From Related Party Notes | $ 46,000 | ||
Underwriting discount per unit | $ 10 | ||
Payments For Underwriting Expense | $ 143,800,000 | ||
Sponsor | Private Placement | |||
Shares Issued During Period New Issues | 487,500 | ||
Share issued price per share | $ 10 | ||
Proceeds From Private Placement | $ 4,900,000 | ||
Sponsor | Private Placement | Common Class A | |||
Shares Issued During Period New Issues | 487,500 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Federal Deposit Insurance Corporation Coverage Limit | $ 250,000 |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued | 0 |
Unrecognized Tax Benefits | $ 0 |
Share issued price per share | $ / shares | $ 10 |
Cash Equivalents | $ 968,800 |
Money Market Funds | |
Share issued price per share | $ / shares | $ 1 |
Cash Equivalents | |
Cash Equivalents | $ 0 |
Common Class A | |
Shares subject to possible redemption, shares | shares | 13,499,455 |
Temporary Equity, Net Income | $ 900 |
Common Class B | |
Temporary Equity, Net Income | $ 167,000 |
INITIAL PUBLIC OFFERING - Addit
INITIAL PUBLIC OFFERING - Additional Information (Detail) - USD ($) | Oct. 26, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Share issued price per share | $ 10 | |
Proceeds From Initial Public Offering | $ 143,750,000 | |
Underwriting Fees | $ 8,500,000 | 8,488,687 |
Deferred Underwriting Expense | $ 5,000,000 | $ 5,000,000 |
IPO | ||
Class of Stock [Line Items] | ||
Shares Issued During Period New Issues | 14,375,000 | |
Share issued price per share | $ 10 | |
Proceeds From Initial Public Offering | $ 143,800,000 | |
Over-Allotment Option | ||
Class of Stock [Line Items] | ||
Shares Issued During Period New Issues | 1,875,000 | 1,875,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | Oct. 26, 2020 | Aug. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Share issued price per share | $ 10 | $ 10 | |||
Proceeds From Private Placement | $ 4,875,000 | ||||
Due to Related Parties | $ 24,000 | 24,000 | |||
Working capital loan | $ 0 | $ 0 | |||
Minimum | |||||
Share issued price per share | $ 10 | $ 10 | |||
Working Capital Loans | |||||
Debt Face Amount | $ 1,500,000 | $ 1,500,000 | |||
Debt Conversion Price Per Share | $ 10 | $ 10 | |||
Over-Allotment Option | |||||
Shares Issued During Period New Issues | 1,875,000 | 1,875,000 | |||
Private Placement | |||||
Class of warrants or rights transfers restriction on number of days from the date of business combination | 30 days | ||||
IPO | |||||
Share Price | $ 10 | $ 10 | |||
Shares Issued During Period New Issues | 14,375,000 | ||||
Share issued price per share | $ 10 | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 24,000 | ||||
Common Class A | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding | 1,363,045 | 1,363,045 | |||
Shares Issued During Period New Issues | 14,375,000 | ||||
Proceeds From Private Placement | $ 49 | ||||
Common Class B | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 468,750 | 3,593,750 | |||
Common Class B | Over-Allotment Option | |||||
Common stock, shares outstanding | 468,750 | ||||
shares subject to forfeiture | |||||
Common stock, shares outstanding | 468,750 | ||||
shares subject to forfeiture | Over-Allotment Option | |||||
Common stock, shares outstanding | 468,750 | ||||
Sponsor | |||||
Related Party Transaction, Amounts of Transaction | $ 25,000 | ||||
Class of warrants or rights transfers restriction on number of days from the date of business combination | 30 days | ||||
Sponsor | Related Party Loan | |||||
Debt Face Amount | 300,000 | ||||
Due To Related Parties | $ 46,000 | ||||
Sponsor | Private Placement | |||||
Shares Issued During Period New Issues | 487,500 | ||||
Share issued price per share | $ 10 | $ 10 | |||
Proceeds From Private Placement | $ 4,900,000 | ||||
Sponsor | Common Class A | |||||
Common stock, shares outstanding | 14,862,500 | 14,862,500 | |||
Sponsor | Common Class A | Share Price Equal or Exceeds tweleve Rupees per dollar | |||||
Share Price | $ 12 | $ 12 | |||
Common stock transfers restriction on number of days from the date of business combination | 150 days | ||||
Sponsor | Common Class A | Share Price Equal or Exceeds tweleve Rupees per dollar | Maximum | |||||
Common stock transfers threshold trading days | 0 days | ||||
Sponsor | Common Class A | Share Price Equal or Exceeds tweleve Rupees per dollar | Minimum | |||||
Common stock transfers threshold trading days | 0 days | ||||
Sponsor | Common Class A | Private Placement | |||||
Shares Issued During Period New Issues | 487,500 | ||||
Sponsor | Common Class B | |||||
Common stock, shares outstanding | 90,000 | ||||
Percentage of common stock outstanding after IPO | 20.00% | 20.00% | |||
Office Space Secretarial And Administrative Services | |||||
Related Party Transaction, Amounts of Transaction | $ 10,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 26, 2020 | Dec. 31, 2020 |
Underwriting discount per unit | $ 0.20 | |
Payments For Underwriting Expense | $ 2.9 | |
Under writing Discount Payable Per Unit | $ 0.35 | |
Deferred underwriting expense | $ 5 | $ 5 |
Over-Allotment Option [Member] | ||
Underwriters Option Vesting Period | 45 days | |
Shares Issued During Period New Issues | 1,875,000 | 1,875,000 |
Founder Shares [Member] | ||
Number of days shareholders entered into aggreement after the completion of business combination | 30 days |
SHAREHOLDERS' EQUITY - Addition
SHAREHOLDERS' EQUITY - Additional Information (Detail) - $ / shares | Aug. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Oct. 26, 2020 |
Business Acquisition [Line Items] | ||||
Common stock shares subject to possible redemption | 13,499,455 | |||
Preferred stock, par value | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Sponsor | ||||
Business Acquisition [Line Items] | ||||
Percentage Of Founder Shares To Common Stock Outstanding After IPO | 20.00% | |||
Common Class A | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Common stock, shares authorized | 200,000,000 | |||
Common stock, shares outstanding | 1,363,045 | |||
Common stock shares subject to possible redemption | 13,499,455 | |||
Common stock, shares issued | 1,363,045 | |||
Common Class A | Sponsor | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding | 14,862,500 | |||
Common Class B | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 20,000,000 | |||
Common stock, shares outstanding | 3,593,750 | 468,750 | ||
Common stock, shares issued | 3,593,750 | 3,593,750 | ||
Common Class B | Sponsor | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding | 90,000 | |||
Percentage Of Common Stock Outstanding After IPO | 20.00% | 20.00% | ||
Common Class B | Over-Allotment Option | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding | 468,750 |