Cover Page
Cover Page - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Mar. 26, 2021 | |
Document Information [Line Items] | |||
Entity Registrant Name | Altimeter Growth Corp. | ||
Entity Central Index Key | 0001823340 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | CA | ||
Entity File Number | 001-39573 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Address, Address Line One | 2550 Sand Hill Road, Suite 150 | ||
Entity Address, City or Town | Menlo Park | ||
Entity Tax Identification Number | 98-1554598 | ||
Entity Address, Postal Zip Code | 94025 | ||
City Area Code | 650 | ||
Local Phone Number | 549-9145 | ||
Entity Public Float | $ 0 | ||
Amendment Description | Altimeter Growth Corp. (the “Company”) is filing this amended Form 10-K/A (“Form 10-K/A”) to amend our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021 (the “Original Report”), to restate our financial statements and related footnote disclosures as of December 31, 2020, for the period from August 25, 2020 (inception) through December 31, 2020. The correction involves only non-cash adjustments. This Form 10-K/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-K/A” below. Restatement Background On April 12, 2021, the staff of the Securities and Exchange Commission released a statement on accounting and reporting considerations for warrants issued by special purpose acquisition companies (the “Staff Statement”). The Staff Statement highlighted certain financial reporting considerations for special purpose acquisition corporations (“SPACs”) relating to the accounting for warrants. While the specific terms of warrants issued by SPACs can vary, there are certain features of warrants issued in SPAC transactions that are common across many entities. The Staff Statement highlighted that warrants containing these features, which relate to whether the warrants can be indexed to the price of an entity’s shares or settled with assets other than common shares, should be classified as a liability measured at fair value, with changes in fair value each period reported as non-cash changes to earnings. Such period to period changes could be significant. Prior to the issuance of this guidance, SPACs generally carried their outstanding private placement warrants and public warrants containing these provisions as equity on their balance sheets without quarterly adjustments. In light of the Staff Statement, we undertook a process to re-evaluate the equity classification of (i) our outstanding warrants issued in connection with our initial public offering on October 5, 2020, including the 12,000,000 private placement warrants issued to Altimeter Growth Holdings (our “sponsor”) and the 10,000,000 warrants issued as part of the units sold in our initial public offering, each with an exercise price of $11.50 (the “IPO Warrants”), and (ii) the 4,000,000 warrants to be issued pursuant to the terms of our forward purchase agreements with Altimeter Partners Fund, L.P. and JS Capital LLC at an exercise price of $11.50 (the “Forward Purchase Units” and such warrants included in the Forward Purchase Units together with the IPO Warrants, the “Warrants”). Management and the Audit Committee of the Company’s board of directors (the “Audit Committee”) considered the Forward Purchase Units a firm commitment at the time of the Company’s initial public offering. As a result, management and the Audit Committee determined that the Warrants should have been classified as a liability. Based on Accounting Standards Codification 815-40, Contracts in Entity’s Own Equity, warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the statement of operations. As a result, the Company, together with its advisors, undertook a process to value the liability of its Warrants. Based on this evaluation Company management, together with the Audit Committee determined, on May 17, 2021, that the Company’s financial statements and other financial data as of December 31, 2020 and for the period from August 25, 2020 (date of inception) through December 31, 2020 included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 (the “Affected Period”) contained an error that was quantitatively material and, as a result, should no longer be relied upon. The Audit Committee, together with management, determined that the financial statements in the Affected Period should be restated to reflect the Warrants as a liability, with subsequent changes in their estimated fair value recorded as non-cash income or expense in each Affected Period. Consequently, the Company has restated the financial statements identified above for the Affected Period in this Form 10-K/A. All amounts in this Form 10-K/A affected by the restatement adjustments reflect such amounts as restated. These restatements result in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported cash position, loss from operations or total operating, investing or financing cash flows. The Company has not amended its previously filed Current Report on Form 8-K or Quarterly Report on Form 10-Q for the Affected Period. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Form 10-K/A, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2020. The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures” of this Form 10-K/A. | ||
Class A Ordinary Shares [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 50,000,000 | ||
Class B Ordinary Shares [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 12,500,000 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2020USD ($) |
Assets, Current [Abstract] | |
Cash | $ 855,972 |
Prepaid expenses | 275,591 |
Total Current Assets | 1,131,563 |
Cash and marketable securities held in Trust Account | 500,000,000 |
Total Assets | 501,131,563 |
Liabilities, Current [Abstract] | |
Accrued expenses | 64,100 |
Total Current Liabilities | 64,100 |
Warrant liability | 102,879,957 |
FPA liability | 54,310,054 |
Deferred underwriting fee payable | 17,500,000 |
Total Liabilities | 174,754,111 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption | 321,377,450 |
Stockholders' Equity Attributable to Parent [Abstract] | |
Preferred share, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | 0 |
Additional paid-in capital | 135,996,855 |
Accumulated deficit | (130,999,889) |
Total Shareholder's Equity | 5,000,002 |
Total Liabilities and Shareholders' Equity | 501,131,563 |
Class A Ordinary Shares [Member] | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Ordinary shares | 1,786 |
Class B Ordinary Shares [Member] | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Ordinary shares | $ 1,250 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2020$ / sharesshares |
LIABILITIES AND STOCKHOLDER'S EQUITY | |
Shares subject to possible redemption | 32,137,745 |
Stockholders' Equity Attributable to Parent [Abstract] | |
Preference shares, par value | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preference stock, shares outstanding | 0 |
Class A Ordinary Shares [Member] | |
LIABILITIES AND STOCKHOLDER'S EQUITY | |
Shares subject to possible redemption | 32,137,745 |
Temporary Equity Redemption Price Per Share | $ / shares | $ 10 |
Stockholders' Equity Attributable to Parent [Abstract] | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 |
Ordinary shares, shares issued | 17,862,255 |
Ordinary shares, shares outstanding | 17,862,255 |
Class B Ordinary Shares [Member] | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 |
Ordinary shares, shares issued | 12,500,000 |
Ordinary shares, shares outstanding | 12,500,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Statements of Operations [Abstract] | |
Formation and operating costs | $ 212,799 |
Loss from operations | (212,799) |
Other income (expense): | |
Transaction costs allocable to warrant liability | (869,977) |
Loss resulting from issuance of private placement warrants | (6,864,584) |
Change in fair value of warrant liability | (68,742,475) |
Change in fair value of FPA liability | (54,310,054) |
Net loss | $ (130,999,889) |
Class A Redeemable Ordinary Shares [Member] | |
Other income (expense): | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 50,000,000 |
Basic and diluted net income per share | $ / shares | $ 0 |
Class B Non-Redeemable Ordinary Shares [Member] | |
Other income (expense): | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 12,116,142 |
Basic and diluted net income per share | $ / shares | $ (10.81) |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - 4 months ended Dec. 31, 2020 - USD ($) | Total | Common Stock [Member]Class A Ordinary Shares [Member] | Common Stock [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Aug. 24, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 1,250 | 23,750 | ||
Issuance of Class B ordinary shares to Sponsor (in shares) | 12,500,000 | ||||
Sale of 50,000,000 Units, net of underwriting discounts, offering costs and Public Warrant value | 457,352,341 | $ 5,000 | 457,347,341 | ||
Sale of 50,000,000 Units, net of underwriting discounts, offering costs and Public Warrant value , shares | 50,000,000 | ||||
Class A ordinary shares subject to possible redemption | (321,377,450) | $ (3,214) | (321,374,236) | ||
Class A ordinary shares subject to possible redemption (in shares) | (32,137,745) | ||||
Net loss | (130,999,889) | (130,999,889) | |||
Ending balance at Dec. 31, 2020 | $ 5,000,002 | $ 1,786 | $ 1,250 | $ 135,996,855 | $ (130,999,889) |
Ending balance (in shares) at Dec. 31, 2020 | 17,862,255 | 12,500,000 |
STATEMENT OF CHANGES IN SHARE_2
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) | Oct. 05, 2020shares |
Initial Public Offering [Member] | |
Stockholders' Equity | |
Units issued (in shares) | 50,000,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |
Net loss | $ (130,999,889) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |
Change in fair value of warrant liability | 68,742,475 |
Change in fair value of FPA liability | 54,310,054 |
Formation cost paid by Sponsor in exchange for issuance of Class B ordinary shares | 5,000 |
Transaction costs allocable to warrant liabilities | 869,977 |
Loss resulting from issuance of private placement warrants | 6,864,584 |
Increase (Decrease) in Operating Capital [Abstract] | |
Prepaid expenses | (248,791) |
Accrued expenses | 64,100 |
Net cash used in operating activities | (392,490) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (500,000,000) |
Net cash used in investing activities | (500,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Class A ordinary shares, net of underwriting discounts paid | 490,000,000 |
Proceeds from Issuance of Private Placement | 12,000,000 |
Repayment of promissory note - related party | (178,120) |
Payments of offering costs | (573,418) |
Net cash provided by financing activities | 501,248,462 |
Net Change in Cash | 855,972 |
Cash - Beginning of period | 0 |
Cash - Ending of period | 855,972 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |
Initial classification of Class A ordinary shares subject to possible redemption | 444,287,348 |
Change in value of Class A ordinary shares subject to possible redemption | (122,909,898) |
Deferred underwriting fee payable | 17,500,000 |
Offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | 20,000 |
Payment of offering costs through promissory note - related party | 151,320 |
Payment of prepaid expenses through promissory note - related party | 26,800 |
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities | 34,137,482 |
Initial measurement of FPA units issued in connection with the initial Public Offering accounted for as liabilities | $ 350,430 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 4 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Altimeter Growth Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 25, 2020 under the name of Altimeter Growth Opportunities Corp. On August 31, 2020 the Company’s name was changed to Altimeter Growth Corp. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “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 August 25, 2020 (inception) through December 31, 2020, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on September 30, 2020. On October 5, 2020 the Company consummated the Initial Public Offering of 50,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $500,000,000 which is described in Note 4 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 12,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Altimeter Growth Holdings (the “Sponsor”), generating gross proceeds of $12,000,000, which is described in Note 5 Transaction costs amounted to $28,244,738, consisting of $10,000,000 of underwriting fees, $17,500,000 of deferred underwriting fees and $744,738 of other offering costs. Following the closing of the Initial Public Offering on October 5, 2020, an amount of $500,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and was invested in cash but will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the 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, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share 7 The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 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 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, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6 Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it 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 allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial per-share The Company will have until October 5, 2022 (or by December 5, 2022 if the Company has executed a letter of intent, agreement in principle, or definitive agreement for a Business Combination by October 5, 2022, but the Company has not completed a Business Combination by October 5, 2022) to consummate a Business Combination (the “Combination Period”). However, 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 100% of the Public Shares, at a per-share The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will 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 the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and 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”). 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 (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 | 4 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statemants [Abstract] | |
Restatement Of Previously Issued Financial Statements [Text Block] | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40, The Company’s prior accounting treatment for the Warrants and FPAs was equity classification rather than as derivative liabilities. Accounting for the Warrants and FPAs as liabilities pursuant to ASC 815-40 re-measure The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein, each prior interim period of the current fiscal year, and as of the date of the Company’s consummation of its IPO. As of December 31, 2020 As Reported As Restated Difference Balance Sheet Warrant liability $ — $ 102,879,957 $ 102,879,957 FPA liability — 54,310,054 54,310,054 Total Liabilities 17,564,100 174,754,111 157,190,011 Class A ordinary shares subject to possible redemption 478,567,460 321,377,450 (157,190,010 ) Class A ordinary shares, $0.0001 par value 214 1,786 1,572 Additional paid-in 5,211,338 135,996,855 130,785,517 Accumulated deficit (212,799 ) (130,999,889 ) (130,787,090 ) Total Shareholders’ Equity 5,000,003 5,000,002 (1 ) For the Period from August 25, 2020 As Reported As Restated Difference Statements of Operations Transaction costs $ — $ (869,977 ) $ (869,977 ) Loss on change in fair value of warrant liability — (68,742,475 ) (68,742,475 ) Loss on change in fair value of FPA liability — (54,310,054 ) (54,310,054 ) Loss resulting from issuance of private placement warrants — (6,864,584 ) (6,864,584 ) Other income (expense), net — (130,787,090 ) (130,787,090 ) Net loss $ (212,799 ) $ (130,999,889 ) $ (130,787,090 ) Per Share Data: Basic and diluted net loss per share, Class A $ — $ — $ — Basic and diluted net loss per share, Class B $ (0.02 ) $ (10.81 ) $ (10.79 ) Statement of Cash Flows Cash flows from operating activities: Net Loss (212,799 ) (130,999,889 ) (130,787,090 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in FV of warrant liability — (68,742,475 ) (68,742,475 ) Change in FV of FPA liability — (54,310,054 ) (54,310,054 ) Transaction cost allocable to warrant liability — (869,977 ) (869,977 ) Loss resulting from issuance of private placement warrants — (6,864,584 ) (6,864,584 ) Non-cash investing and financing activities: Initial classification of Class A ordinary shares subject to redemption 478,775,260 444,287,348 (34,487,912 ) Change in value of Class A ordinary shares subject to redemption (207,800 ) (122,909,898 ) (122,702,098 ) Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities — 34,137,482 34,137,482 Initial measurement of FPA issued in connection with the initial Public Offering accounted for as liabilities — 350,430 350,430 As of October 5, 2020 As Reported As Restated Difference Balance Sheet Warrant liability $ — $ 34,137,482 $ 34,137,482 FPA liability — 350,430 350,430 Total Liabilities 18,213,438 52,701,350 34,487,912 Class A ordinary shares subject to possible redemption 478,775,260 444,287,348 (34,487,912 ) Class A ordinary shares, $0.0001 par value 212 557 345 Additional paid-in 5,003,540 13,088,186 8,084,646 Accumulated deficit (5,000 ) (8,089,991 ) (8,084,991 ) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2020 are restated in this Annual Report on Form 10-K/A (Amendment No. 1) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued financial statements for such periods. The restated financial statements are indicated as “Restated” in the financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant and FPA liabilities. Such estimates may be subject to change as more current information becomes available and 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. Cash Held in Trust Account At December 31, 2020, all of the assets held in the Trust Account were invested in cash. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A 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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On October 5, 2020, offering costs amounting to $28,244,738 were substantially paid through proceeds from the offering and charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expense in the Company’s Statement of Operations. Income Taxes ASC Topic 740, “Income Taxes,” 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. Warrant and FPA Liabilities The Company accounts for the Warrants and FPAs as either equity-classified or liability-classified instruments based on an assessment of the specific terms the and of the Warrants and FPAs 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 and FPAs are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPAs 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 issuance of the Warrants and execution of the FPAs and as of each subsequent quarterly period end date while the Warrants and FPAs are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such 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, such warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Warrants and FPAs in accordance with ASC 815-40 under which the Warrants and FPAs do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price, as well as a Modified Black Scholes Option Pricing Model. The Private Placement Warrants are valued using a Black Scholes Option Pricing Model. The fair value of the FPAs has been estimated using a discounted cash flow method. See Note 10 for further discussion of the pertinent terms of the Warrants and Note 11 for further discussion of the methodology used to determine the value of the Warrants and FPAs. Net Loss Per Ordinary 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 exercise of the over-allotment option and (iii) Private Placement Warrants 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 22,000,000 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, if any, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for 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 B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder 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 income (loss) per ordinary share (in dollars, except per share amounts): For the Period From August 25, 2020 (inception) Through December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ — Net Earnings $ — Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 50,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (130,999,889 ) Less: Redeemable Net Earnings — Non-Redeemable $ (130,999,889 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 12,116,142 Loss/Basic and Diluted Non-Redeemable $ (10.81 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable 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 Coverage 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. 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 | 4 Months Ended |
Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4 — INITIAL PUBLIC OFFERING On October 5, 2020, pursuant to the Initial Public Offering, the Company sold 50,000,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fifth |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 4 Months Ended |
Dec. 31, 2020 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, on October 5, 2020, the Sponsor purchased an aggregate of 12,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $12,000,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On August 28, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 17,250,000 Class B ordinary shares. On September 2, 2020, the Sponsor contributed 4,750,000 Class B ordinary shares back to the Company for no consideration, resulting in 12,500,000 Class B ordinary shares (the “Founder Shares”) being issued and outstanding. All share and per- share amounts have been retroactively restated to reflect the share cancellation. On September 10, 2020, the Sponsor transferred 75,000 Founder Shares to each of its independent directors, for an aggregate amount of 225,000 Founder Shares transferred. The Founder Shares included an aggregate of up to 1,250,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Support Agreement The Company entered into an agreement, commencing on September 30, 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 $20,000 per month for office space, utilities and secretarial, and administrative support services. For the period from August 25, 2020 (inception) through December 31, 2020, the Company incurred $60,000 in fees for these services, of which $60,000 are included in accrued expenses in the accompanying balance sheet as of December 31, 2020. Promissory Note — Related Party On August 27, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 4 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Registration and Shareholders Rights Pursuant to a registration rights agreement entered into on September 30, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a 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 lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreements, as described below, the Company will agree that it will use its commercially reasonable efforts to (i) within 30 days after the closing of a Business Combination, file a registration statement with the SEC for a secondary offering of (A) the forward purchase investor’s forward purchase shares, (B) the Class A ordinary shares issuable upon exercise of the forward purchase investor’s forward purchase warrants and (C) any other Class A ordinary shares acquired by the forward purchase investors, including any acquisitions after the Company completes a Business Combination, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 90 days after the closing of a Business Combination and (iii) maintain the effectiveness of such registration statement and to ensure the registration statement does not contain a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the date on which a forward purchase investor ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements. The Company will bear the cost of registering these securities. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $17,500,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreements The Company entered into forward purchase agreements which provide for the purchase by each of Altimeter Partners Fund, L.P. and JS Capital LLC of up to an aggregate of 20,000,000 units (the “forward purchase securities”), with each unit consisting of one Class A ordinary share and one-fifth The obligations under the forward purchase agreements do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase shares and forward purchase warrants will be identical to the Class A ordinary shares and warrants, respectively, included in the Units sold in the Initial Public Offering, except that they will be subject to certain registration rights. The amount of forward purchase units sold pursuant to the forward purchase agreements will be determined by the Company at its sole discretion. If the Company does not draw upon the full forward purchase commitment, forward purchase units will be sold on a pro rata basis to the forward purchase investors based on the aggregate amount committed by the forward purchase investors. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 4 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8 — SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares 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 or earlier at the option of the holders thereof 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 one-to-one. |
WARRANTS
WARRANTS | 4 Months Ended |
Dec. 31, 2020 | |
WARRANTS [Abstract] | |
WARRANTS | NOTE 9 — WARRANTS 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, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 10 trading days within a 20-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants 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 determined 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 share (as adjusted) for any 10 trading days within the 20-trading If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding the forward purchase 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 Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 4 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS [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. Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 48,677,457 $ — $ — $ 48,677,457 Private Placement Warrants — — 54,202,500 54,202,500 Total warrant liabilities $ 48,677,457 $ — $ 54,202,500 $ 102,879,957 FPA liability — — 54,310,054 54,310,054 Warrant Liabilities 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 statement of operations. The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. The Public Warrants for periods where no observable traded price was available are valued using a barrier option simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of August 25, 2020 $ — $ — $ — Initial measurement on October 5, 2020 18,864,584 15,272,898 34,137,482 Change in valuation inputs or other assumptions (1) 29,812,873 38,929,602 68,742,475 Fair value as of December 31, 2020 $ 48,677,457 $ 54,202,500 $ 102,879,957 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020, when the Public Warrants were separately listed and traded. FPA Liability The liability for the FPAs were valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $200 million pursuant to the FPAs is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPAs. The fair value of the common stock and warrants to be issued under the FPAs are based on the public trading price of the Units issued in the Company’s IPO. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $200 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPAs is the probability of consummation of the Business Combination. As of December 31, 2020, the probability assigned to the consummation of the Business Combination was 90% which was determined based on an observed success rates of business combinations for special purpose acquisition companies. The following table presents the changes in the fair value of FPA liabilities: FPA Liability Fair value as of August 25, 2020 $ — Initial measurement on October 5, 2020 350,430 Change in valuation inputs or other assumptions (1) 53,959,624 Fair value as of December 31, 2020 $ 54,310,054 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of FPA liability in the Statement of Operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 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, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On April 12, 2021, Altimeter Growth Corp., a Cayman Islands exempted company (“ Altimeter Business Combination Agreement PubCo Merger Sub 1 Merger Sub 2 Grab The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (i) Altimeter will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “ Initial Merger Acquisition Merger Business Combination The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by Altimeter’s shareholders and the fulfillment of other customary closing conditions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the year ended December 31, 2020 are restated in this Annual Report on Form 10-K/A (Amendment No. 1) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued financial statements for such periods. The restated financial statements are indicated as “Restated” in the financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant and FPA liabilities. Such estimates may be subject to change as more current information becomes available and 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. |
Cash Held in Trust Account | Cash Held in Trust Account At December 31, 2020, all of the assets held in the Trust Account were invested in cash. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A 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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On October 5, 2020, offering costs amounting to $28,244,738 were substantially paid through proceeds from the offering and charged to shareholders’ equity upon the completion of the Initial Public Offering. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expense in the Company’s Statement of Operations. |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” 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. |
Warrant and FPA Liabilities | Warrant and FPA Liabilities The Company accounts for the Warrants and FPAs as either equity-classified or liability-classified instruments based on an assessment of the specific terms the and of the Warrants and FPAs 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 and FPAs are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPAs 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 issuance of the Warrants and execution of the FPAs and as of each subsequent quarterly period end date while the Warrants and FPAs are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such 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, such warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Warrants and FPAs in accordance with ASC 815-40 under which the Warrants and FPAs do not meet the criteria for equity classification and must be recorded as liabilities. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price, as well as a Modified Black Scholes Option Pricing Model. The Private Placement Warrants are valued using a Black Scholes Option Pricing Model. The fair value of the FPAs has been estimated using a discounted cash flow method. See Note 10 for further discussion of the pertinent terms of the Warrants and Note 11 for further discussion of the methodology used to determine the value of the Warrants and FPAs. |
Net Loss per Ordinary Share | Net Loss Per Ordinary 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 exercise of the over-allotment option and (iii) Private Placement Warrants 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 22,000,000 shares of Class A ordinary shares in the aggregate. The Company’s statements of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, if any, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for 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 B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder 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 income (loss) per ordinary share (in dollars, except per share amounts): For the Period From August 25, 2020 (inception) Through December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ — Net Earnings $ — Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 50,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (130,999,889 ) Less: Redeemable Net Earnings — Non-Redeemable $ (130,999,889 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 12,116,142 Loss/Basic and Diluted Non-Redeemable $ (10.81 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable |
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 Coverage 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. |
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) | 4 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statemants [Abstract] | |
Summary Of Restatement Of Financial Statements | The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein, each prior interim period of the current fiscal year, and as of the date of the Company’s consummation of its IPO. As of December 31, 2020 As Reported As Restated Difference Balance Sheet Warrant liability $ — $ 102,879,957 $ 102,879,957 FPA liability — 54,310,054 54,310,054 Total Liabilities 17,564,100 174,754,111 157,190,011 Class A ordinary shares subject to possible redemption 478,567,460 321,377,450 (157,190,010 ) Class A ordinary shares, $0.0001 par value 214 1,786 1,572 Additional paid-in 5,211,338 135,996,855 130,785,517 Accumulated deficit (212,799 ) (130,999,889 ) (130,787,090 ) Total Shareholders’ Equity 5,000,003 5,000,002 (1 ) For the Period from August 25, 2020 As Reported As Restated Difference Statements of Operations Transaction costs $ — $ (869,977 ) $ (869,977 ) Loss on change in fair value of warrant liability — (68,742,475 ) (68,742,475 ) Loss on change in fair value of FPA liability — (54,310,054 ) (54,310,054 ) Loss resulting from issuance of private placement warrants — (6,864,584 ) (6,864,584 ) Other income (expense), net — (130,787,090 ) (130,787,090 ) Net loss $ (212,799 ) $ (130,999,889 ) $ (130,787,090 ) Per Share Data: Basic and diluted net loss per share, Class A $ — $ — $ — Basic and diluted net loss per share, Class B $ (0.02 ) $ (10.81 ) $ (10.79 ) Statement of Cash Flows Cash flows from operating activities: Net Loss (212,799 ) (130,999,889 ) (130,787,090 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in FV of warrant liability — (68,742,475 ) (68,742,475 ) Change in FV of FPA liability — (54,310,054 ) (54,310,054 ) Transaction cost allocable to warrant liability — (869,977 ) (869,977 ) Loss resulting from issuance of private placement warrants — (6,864,584 ) (6,864,584 ) Non-cash investing and financing activities: Initial classification of Class A ordinary shares subject to redemption 478,775,260 444,287,348 (34,487,912 ) Change in value of Class A ordinary shares subject to redemption (207,800 ) (122,909,898 ) (122,702,098 ) Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities — 34,137,482 34,137,482 Initial measurement of FPA issued in connection with the initial Public Offering accounted for as liabilities — 350,430 350,430 As of October 5, 2020 As Reported As Restated Difference Balance Sheet Warrant liability $ — $ 34,137,482 $ 34,137,482 FPA liability — 350,430 350,430 Total Liabilities 18,213,438 52,701,350 34,487,912 Class A ordinary shares subject to possible redemption 478,775,260 444,287,348 (34,487,912 ) Class A ordinary shares, $0.0001 par value 212 557 345 Additional paid-in 5,003,540 13,088,186 8,084,646 Accumulated deficit (5,000 ) (8,089,991 ) (8,084,991 ) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Period From August 25, 2020 (inception) Through December 31, 2020 Redeemable Class A Ordinary Shares Numerator: Earnings allocable to Redeemable Class A Ordinary Shares Interest Income $ — Net Earnings $ — Denominator: Weighted Average Redeemable Class A Ordinary Shares Redeemable Class A Ordinary Shares, Basic and Diluted 50,000,000 Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ 0.00 Non-Redeemable Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (130,999,889 ) Less: Redeemable Net Earnings — Non-Redeemable $ (130,999,889 ) Denominator: Weighted Average Non-Redeemable Non-Redeemable 12,116,142 Loss/Basic and Diluted Non-Redeemable $ (10.81 ) Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 4 Months Ended |
Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Assets and Laibilities Measured at Fair Value | Level 1 Level 2 Level 3 Total Warrant liabilities: Public Warrants $ 48,677,457 $ — $ — $ 48,677,457 Private Placement Warrants — — 54,202,500 54,202,500 Total warrant liabilities $ 48,677,457 $ — $ 54,202,500 $ 102,879,957 FPA liability — — 54,310,054 54,310,054 |
Summary of Reconciliation of Warrant Liabilities Measured at Fair Value | The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of August 25, 2020 $ — $ — $ — Initial measurement on October 5, 2020 18,864,584 15,272,898 34,137,482 Change in valuation inputs or other assumptions (1) 29,812,873 38,929,602 68,742,475 Fair value as of December 31, 2020 $ 48,677,457 $ 54,202,500 $ 102,879,957 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
FPA Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Reconciliation of Warrant Liabilities Measured at Fair Value | The following table presents the changes in the fair value of FPA liabilities: FPA Liability Fair value as of August 25, 2020 $ — Initial measurement on October 5, 2020 350,430 Change in valuation inputs or other assumptions (1) 53,959,624 Fair value as of December 31, 2020 $ 54,310,054 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of FPA liability in the Statement of Operations. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Oct. 05, 2020 | Dec. 31, 2020 |
Proceeds from Issuance of Equity [Abstract] | ||
Gross proceeds from initial public offering | $ 490,000,000 | |
Transaction costs | $ 28,244,738 | |
Underwriting fees | 10,000,000 | |
Deferred underwriting fees | 17,500,000 | |
Other costs | 744,738 | |
Net proceeds deposited in trust account | $ 500,000,000 | $ 500,000,000 |
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10 | |
Maximum [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10 | |
Interest on Trust Account that can be held to pay dissolution expenses | $ 100,000 | |
Private Placement Warrants [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Share price (in dollars per share) | $ 1 | |
Gross proceeds from initial public offering | $ 12,000,000 | |
Warrants issued (in shares) | 12,000,000 | |
Initial Public Offering [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 50,000,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 50,000,000 | |
Share price (in dollars per share) | $ 10 | |
Gross proceeds from initial public offering | $ 500,000,000 | |
Redemption price (in dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Deferred underwriting fees | $ 17,500,000 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Proceeds from Issuance of Equity [Abstract] | ||
Units issued (in shares) | 5,000,000 | |
Share price (in dollars per share) | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS , Summary Of Restatement Of Financial Statements (Details) - USD ($) | 4 Months Ended | ||
Dec. 31, 2020 | Oct. 05, 2020 | Aug. 24, 2020 | |
Balance Sheet | |||
Warrant Liability | $ 102,879,957 | ||
FPA Liability | 54,310,054 | ||
Total Liabilities | 174,754,111 | ||
Additional paid-in capital | 135,996,855 | ||
Accumulated deficit | 130,999,889 | ||
Total Shareholders' Equity | 5,000,002 | $ 0 | |
Cash flows from operating activities: | |||
Net loss | (130,999,889) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of warrant liability | (68,742,475) | ||
Change in fair value of FPA liability | (54,310,054) | ||
Transaction costs allocable to warrant liabilities | 869,977 | ||
Loss resulting from issuance of private placement warrants | 6,864,584 | ||
Non-cash investing and financing activities: | |||
Initial classification of Class A ordinary shares subject to possible redemption | 444,287,348 | ||
Change in value of Class A ordinary shares subject to redemption | 122,909,898 | ||
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities | 34,137,482 | ||
Initial measurement of FPA units issued in connection with the initial Public Offering accounted for as liabilities | 350,430 | ||
Statements of Operations | |||
Loss on change in fair value of warrant liability | (68,742,475) | ||
Loss resulting from issuance of private placement warrants | 6,864,584 | ||
Net loss | (130,999,889) | ||
As Reported [Member] | |||
Balance Sheet | |||
Total Liabilities | 17,564,100 | $ 18,213,438 | |
Additional paid-in capital | 5,211,338 | 5,003,540 | |
Accumulated deficit | (212,799) | (5,000) | |
Total Shareholders' Equity | 5,000,003 | ||
Cash flows from operating activities: | |||
Net loss | (212,799) | ||
Non-cash investing and financing activities: | |||
Initial classification of Class A ordinary shares subject to possible redemption | 478,775,260 | ||
Change in value of Class A ordinary shares subject to redemption | (207,800) | ||
Statements of Operations | |||
Net loss | (212,799) | ||
As Restated [Member] | |||
Balance Sheet | |||
Warrant Liability | 102,879,957 | 34,137,482 | |
FPA Liability | 54,310,054 | 350,430 | |
Total Liabilities | 174,754,111 | 52,701,350 | |
Additional paid-in capital | 13,088,186 | ||
Accumulated deficit | (130,999,889) | (8,089,991) | |
Total Shareholders' Equity | 5,000,002 | ||
Cash flows from operating activities: | |||
Net loss | (130,999,889) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of warrant liability | (68,742,475) | ||
Change in fair value of FPA liability | (54,310,054) | ||
Transaction costs allocable to warrant liabilities | (869,977) | ||
Loss resulting from issuance of private placement warrants | (6,864,584) | ||
Non-cash investing and financing activities: | |||
Initial classification of Class A ordinary shares subject to possible redemption | 444,287,348 | ||
Change in value of Class A ordinary shares subject to redemption | (122,909,898) | ||
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities | 34,137,482 | ||
Initial measurement of FPA units issued in connection with the initial Public Offering accounted for as liabilities | 350,430 | ||
Statements of Operations | |||
Transaction Costs | (869,977) | ||
Loss on change in fair value of warrant liability | (68,742,475) | ||
Loss on change in fair value of FPA liability | (54,310,054) | ||
Loss resulting from issuance of private placement warrants | (6,864,584) | ||
Other income (expense), net | (130,787,090) | ||
Net loss | (130,999,889) | ||
Difference [Member] | |||
Balance Sheet | |||
Warrant Liability | 102,879,957 | 34,137,482 | |
FPA Liability | 54,310,054 | 350,430 | |
Total Liabilities | 157,190,011 | 34,487,912 | |
Additional paid-in capital | 130,785,517 | 8,084,646 | |
Accumulated deficit | (130,787,090) | (8,084,991) | |
Total Shareholders' Equity | 1 | ||
Cash flows from operating activities: | |||
Net loss | (130,787,090) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of warrant liability | (68,742,475) | ||
Change in fair value of FPA liability | (54,310,054) | ||
Transaction costs allocable to warrant liabilities | (869,977) | ||
Loss resulting from issuance of private placement warrants | (6,864,584) | ||
Non-cash investing and financing activities: | |||
Initial classification of Class A ordinary shares subject to possible redemption | (34,487,912) | ||
Change in value of Class A ordinary shares subject to redemption | (122,702,098) | ||
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities | 34,137,482 | ||
Initial measurement of FPA units issued in connection with the initial Public Offering accounted for as liabilities | 350,430 | ||
Statements of Operations | |||
Transaction Costs | (869,977) | ||
Loss on change in fair value of warrant liability | (68,742,475) | ||
Loss on change in fair value of FPA liability | (54,310,054) | ||
Loss resulting from issuance of private placement warrants | (6,864,584) | ||
Other income (expense), net | (130,787,090) | ||
Net loss | (130,787,090) | ||
Class A Ordinary Shares [Member] | |||
Balance Sheet | |||
Class A ordinary shares, $0.0001 par value | 1,786 | ||
Class A Ordinary Shares [Member] | As Reported [Member] | |||
Balance Sheet | |||
Class A ordinary shares subject to possible redemption | 478,567,460 | 478,775,260 | |
Class A ordinary shares, $0.0001 par value | 214 | 212 | |
Class A Ordinary Shares [Member] | As Restated [Member] | |||
Balance Sheet | |||
Class A ordinary shares subject to possible redemption | 321,377,450 | 444,287,348 | |
Class A ordinary shares, $0.0001 par value | 1,786 | 557 | |
Additional paid-in capital | 135,996,855 | ||
Class A Ordinary Shares [Member] | Difference [Member] | |||
Balance Sheet | |||
Class A ordinary shares subject to possible redemption | (157,190,010) | (34,487,912) | |
Class A ordinary shares, $0.0001 par value | 1,572 | $ 345 | |
Class B Ordinary Shares [Member] | |||
Balance Sheet | |||
Class A ordinary shares, $0.0001 par value | $ 1,250 | ||
Class B Ordinary Shares [Member] | As Reported [Member] | |||
Earnings Per Share [Abstract] | |||
Basic and diluted net loss per share | $ (0.02) | ||
Class B Ordinary Shares [Member] | As Restated [Member] | |||
Earnings Per Share [Abstract] | |||
Basic and diluted net loss per share | (10.81) | ||
Class B Ordinary Shares [Member] | Difference [Member] | |||
Earnings Per Share [Abstract] | |||
Basic and diluted net loss per share | $ (10.79) |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS , Summary Of Restatement Of Financial Statements (Parenthetical) (Details) - Class A Ordinary Share [Member] - $ / shares | Dec. 31, 2020 | Oct. 05, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
As Reported [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Ordinary shares, par value | 0.0001 | 0.0001 |
Difference [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 4 Months Ended | |
Dec. 31, 2020 | Oct. 05, 2020 | |
Cash and Cash Equivalents [Abstract] | ||
Cash Equivalents, at Carrying Value | $ 0 | |
Deferred Costs, Current [Abstract] | ||
Deferred Offering Costs | $ 28,244,738 | |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | 0 | |
Accrued interest and penalties | 0 | |
Tax provision | 0 | |
Dilutive securities | 0 | |
Federal depository insurance coverage | $ 250,000 | |
Class A Ordinary Shares [Member] | ||
Net Loss Per Ordinary Share [Abstract] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 22,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES , Summary of basic and diluted net income loss per share of ordinary share (Detail) | 4 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net loss | $ (130,999,889) |
Class A Ordinary Share [Member] | Common Stock Subject to Mandatory Redemption [Member] | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Interest Income | 0 |
Net Earnings | $ 0 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted | shares | 50,000,000 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ / shares | $ 0 |
Numerator: Net Loss minus Redeemable Net Earnings | |
Less: Redeemable Net Earnings | $ 0 |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | shares | 50,000,000 |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ 0 |
Common Class B [Member] | Common Stock Not Subject To Mandatory Redemption [Member] | |
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | |
Net Earnings | $ 0 |
Denominator: Weighted Average Redeemable Class A Ordinary Shares | |
Redeemable Class A Ordinary Shares, Basic and Diluted | shares | 12,116,142 |
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ / shares | $ (10.81) |
Numerator: Net Loss minus Redeemable Net Earnings | |
Net loss | $ (130,999,889) |
Less: Redeemable Net Earnings | 0 |
Non-Redeemable Net Loss | $ (130,999,889) |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | |
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | shares | 12,116,142 |
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ / shares | $ (10.81) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Oct. 05, 2020 | Dec. 31, 2020 |
Initial Public Offering [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Class A Ordinary Share [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 1 | |
Number of securities called by each warrant (in shares) | 1 | |
Class A Ordinary Share [Member] | Public Warrant [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 0.2 | |
Initial Public Offering [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 50,000,000 | |
Initial Public Offering [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 50,000,000 | |
Unit price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | Public Warrant [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 0.5 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Initial Public Offering [Member] | Class A Ordinary Share [Member] | ||
Initial Public Offering [Abstract] | ||
Number of securities called by each unit (in shares) | 1 | |
Number of securities called by each warrant (in shares) | 1 | |
Over-Allotment Option [Member] | Public Shares [Member] | ||
Initial Public Offering [Abstract] | ||
Units issued (in shares) | 5,000,000 | |
Unit price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Oct. 05, 2020 | Dec. 31, 2020 |
Private Placement Warrants [Abstract] | ||
Warrants exercise price (in dollars per share) | $ 11.50 | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 12,000,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from issuance of warrants | $ 12,000,000 | |
Class A Ordinary Share [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities called by each warrant (in shares) | 1 | |
Class A Ordinary Share [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of securities called by each warrant (in shares) | 1 | |
Warrants exercise price (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | Sep. 10, 2020shares | Sep. 02, 2020shares | Aug. 28, 2020USD ($)shares | Dec. 31, 2020$ / shares |
Founder Shares [Abstract] | ||||
Stock conversion basis at time of business combination | 1 | |||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Share [Member] | ||||
Founder Shares [Abstract] | ||||
Stock conversion basis at time of business combination | 1 | |||
Number of trading days | 20 days | |||
Trading day threshold period | 30 days | |||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Share [Member] | Minimum [Member] | ||||
Founder Shares [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 12 | |||
Threshold period after initial Business Combination | 120 days | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 12,500,000 | 17,250,000 | ||
Proceeds from issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||
Common stock, contributed shares (in shares) | 4,750,000 | |||
Ownership interest, as converted percentage | 20.00% | |||
Number of shares no longer subject to forfeiture (in shares) | 1,250,000 | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||
Founder Shares [Abstract] | ||||
Number of shares subject to forfeiture (in shares) | 1,250,000 | |||
Founder Shares [Member] | Director One [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 75,000 | |||
Founder Shares [Member] | Director Two [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 75,000 | |||
Founder Shares [Member] | Director Three [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 75,000 | |||
Founder Shares [Member] | Directors [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Shares issued (in shares) | 225,000 |
RELATED PARTY TRANSACTIONS, Pro
RELATED PARTY TRANSACTIONS, Promissory Note, Administrative Support Agreement and Related Party Loans (Details) - USD ($) | Oct. 08, 2020 | Aug. 27, 2020 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | |||
Repayment of debt to related party | $ 178,120 | ||
Sponsor [Member] | Promissory Note [Member] | |||
Related Party Transactions [Abstract] | |||
Related party transaction | $ 300,000 | ||
Repayment of debt to related party | $ 178,120 | ||
Sponsor [Member] | Administrative Support Agreement [Member] | |||
Related Party Transactions [Abstract] | |||
Related party transaction | 20,000 | ||
Related party expense | 60,000 | ||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | |||
Related Party Transactions [Abstract] | |||
Related party transaction | 2,000,000 | ||
Related parties, outstanding amount | $ 0 | ||
Share price (in dollars per share) | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Oct. 05, 2020USD ($)$ / shares | Dec. 31, 2020Demand$ / sharesshares |
Underwriting Agreement [Abstract] | ||
Deferred underwriting fees | $ | $ 17,500,000 | |
Forward Purchase Agreement [Abstract] | ||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | |
Purchase price (in dollars per share) | $ / shares | $ 10 | |
Class A Ordinary Share [Member] | ||
Forward Purchase Agreement [Abstract] | ||
Number of securities called by each unit (in shares) | 1 | |
Number of securities called by each warrant (in shares) | 1 | |
Public Warrant [Member] | Class A Ordinary Share [Member] | ||
Forward Purchase Agreement [Abstract] | ||
Number of securities called by each unit (in shares) | 0.2 | |
Maximum [Member] | ||
Registration and Stockholder Rights [Abstract] | ||
Number of demands eligible security holder can make | Demand | 3 | |
Over-Allotment Option [Member] | ||
Underwriting Agreement [Abstract] | ||
Deferred underwriter fee discount (in dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting fees | $ | $ 17,500,000 | |
Altimeter Partners Fund, L.P [Member] | Maximum [Member] | Class A Ordinary Share [Member] | ||
Forward Purchase Agreement [Abstract] | ||
Number of securities entitled to purchase (in shares) | 20,000,000 | |
JS Capital LLC [Member] | Maximum [Member] | Class A Ordinary Share [Member] | ||
Forward Purchase Agreement [Abstract] | ||
Number of securities entitled to purchase (in shares) | 20,000,000 |
SHAREHOLDERS' EQUITY, Preferred
SHAREHOLDERS' EQUITY, Preferred Shares and Ordinary Shares (Details) | 4 Months Ended | |
Dec. 31, 2020$ / sharesshares | Oct. 05, 2020$ / shares | |
Stockholders' Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | |
Preference stock, shares outstanding (in shares) | 0 | |
Ordinary shares subject to possible redemption (in shares) | 32,137,745 | |
Stock conversion percentage threshold | 20.00% | |
Stock conversion basis at time of business combination | 1 | |
Class A Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 200,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Voting right per share | 1 | |
Ordinary shares, shares issued (in shares) | 17,862,255 | |
Ordinary shares, shares outstanding (in shares) | 17,862,255 | |
Ordinary shares subject to possible redemption (in shares) | 32,137,745 | |
Class B Ordinary Shares [Member] | ||
Stockholders' Equity [Abstract] | ||
Ordinary shares, shares authorized (in shares) | 20,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Voting right per share | 1 | |
Ordinary shares, shares issued (in shares) | 12,500,000 | |
Ordinary shares, shares outstanding (in shares) | 12,500,000 |
WARRANTS (Details)
WARRANTS (Details) | 4 Months Ended |
Dec. 31, 2020$ / shares | |
Warrants [Abstract] | |
Period warrants to become exercisable after completion of business combination | 30 days |
Period required for warrants to become exercisable, after Initial Public Offering | 1 year |
Warrants expiration period | 5 years |
Number of days to file registration statement | 20 days |
Period for registration statement to become effective | 60 days |
Class A Ordinary Shares [Member] | Additional Issue of Common Stock or Equity [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 9.20 |
Number of trading days | 20 days |
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price | 115.00% |
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price | 180.00% |
Class A Ordinary Shares [Member] | Additional Issue of Common Stock or Equity [Member] | Maximum [Member] | |
Warrants [Abstract] | |
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60.00% |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 10 days |
Number of trading days | 20 days |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 10 days |
Number of trading days | 20 days |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Millions | 4 Months Ended |
Dec. 31, 2020USD ($) | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Agrgregate FPA commitment | $ 200 |
Percentage of probability assigned to consumption of business combination | 90.00% |
FAIR VALUE MEASUREMENTS , Summa
FAIR VALUE MEASUREMENTS , Summary of Assets and Laibilities Measured at Fair Value (Details) | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FPA liability | $ 54,310,054 |
Fair Value, Recurring [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Public Warrants | 48,677,457 |
Private Placement Warrants | 54,202,500 |
Total warrant liabilities | 102,879,957 |
FPA liability | 54,310,054 |
Fair Value, Recurring [Member] | Fair Value, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Public Warrants | 48,677,457 |
Private Placement Warrants | 0 |
Total warrant liabilities | 48,677,457 |
FPA liability | 0 |
Fair Value, Recurring [Member] | Fair Value, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Public Warrants | 0 |
Private Placement Warrants | 0 |
Total warrant liabilities | 0 |
FPA liability | 0 |
Fair Value, Recurring [Member] | Fair Value, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Public Warrants | 0 |
Private Placement Warrants | 54,202,500 |
Total warrant liabilities | 54,202,500 |
FPA liability | $ 54,310,054 |
FAIR VALUE MEASUREMENTS , Sum_2
FAIR VALUE MEASUREMENTS , Summary of Reconciliation of Warrant Liabilities Measured at Fair Value (Details) - Fair Value, Recurring [Member] | 4 Months Ended | |
Dec. 31, 2020USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of August 25, 2020 | $ 0 | |
Initial measurement on October 5, 2020 | 34,137,482 | |
Change in valuation inputs or other assumptions | 68,742,475 | [1] |
Fair value as of December 31, 2020 | 102,879,957 | |
Fair value as of December 31, 2020 | 102,879,957 | |
FPA Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of August 25, 2020 | 0 | |
Initial measurement on October 5, 2020 | 350,430 | |
Change in valuation inputs or other assumptions | 53,959,624 | [1] |
Fair value as of December 31, 2020 | 54,310,054 | |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of August 25, 2020 | 0 | |
Initial measurement on October 5, 2020 | 18,864,584 | |
Change in valuation inputs or other assumptions | 29,812,873 | [1] |
Fair value as of December 31, 2020 | 48,677,457 | |
Public Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value as of August 25, 2020 | 0 | |
Initial measurement on October 5, 2020 | 15,272,898 | |
Change in valuation inputs or other assumptions | 38,929,602 | [1] |
Fair value as of December 31, 2020 | $ 54,202,500 | |
[1] | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |