Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Jan. 04, 2021 | |
Entity Listings [Line Items] | ||
Entity Registrant Name | L&F Acquisition Corp. | |
Entity Central Index Key | 0001823575 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Address, State or Province | IL | |
Entity Current Reporting Status | No | |
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 | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,250,000 | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,312,500 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Sep. 30, 2020USD ($) | |
ASSETS | ||
Deferred offering costs | $ 86,450 | |
TOTAL ASSETS | 86,450 | |
Current liabilities | ||
Accrued offering costs | 62,450 | |
Promissory note - related party | 4,000 | |
Total Liabilities | 66,450 | |
Commitments and Contingencies | ||
Shareholder's Equity | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | |
Additional paid-in capital | 24,569 | |
Accumulated deficit | (5,000) | |
Total Shareholder's Equity | 20,000 | |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 86,450 | |
Class A Ordinary Shares [Member] | ||
Shareholder's Equity | ||
Ordinary shares | 0 | |
Class B Ordinary Shares [Member] | ||
Shareholder's Equity | ||
Ordinary shares | $ 431 | [1] |
[1] | On November 13, 2020, JAR Sponsor, LLC (the "Sponsor") effected a surrender of 1,437,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 4,312,500 shares. All share and per-share amounts have been retroactively restated to reflect the share transactions (see Note 5). As a result of the underwriter's election to fully exercise their over-allotment option on November 25, 2020, no Class B ordinary shares are currently subject to forfeiture (see Note 5). |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Nov. 13, 2020 | Nov. 25, 2020 | Sep. 30, 2020 |
Shareholder's Equity | |||
Preference shares, par value (in dollars per share) | $ 0.0001 | ||
Preference shares, shares authorized (in shares) | 1,000,000 | ||
Preference shares, shares issued (in shares) | 0 | ||
Preference shares, shares outstanding (in shares) | 0 | ||
Class A Ordinary Shares [Member] | |||
Shareholder's Equity | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||
Ordinary shares, shares authorized (in shares) | 500,000,000 | ||
Ordinary shares, shares issued (in shares) | 0 | ||
Ordinary shares, shares outstanding (in shares) | 0 | ||
Class B Ordinary Shares [Member] | |||
Shareholder's Equity | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||
Ordinary shares, shares authorized (in shares) | 50,000,000 | ||
Ordinary shares, shares issued (in shares) | 4,312,500 | ||
Ordinary shares, shares outstanding (in shares) | 4,312,500 | ||
Ordinary shares subject to forfeiture (in shares) | 562,500 | ||
Class B Ordinary Shares [Member] | Subsequent Event [Member] | |||
Shareholder's Equity | |||
Ordinary shares subject to forfeiture (in shares) | 0 | ||
Class B Ordinary Shares [Member] | Founder Shares [Member] | Subsequent Event [Member] | |||
Shareholder's Equity | |||
Number of shares surrendered (in shares) | 1,437,500 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS | 1 Months Ended | |
Sep. 30, 2020USD ($)$ / sharesshares | ||
CONDENSED STATEMENT OF OPERATIONS [Abstract] | ||
Formation and operating costs | $ 5,000 | |
Net Loss | $ (5,000) | |
Weighted average shares outstanding, basic and diluted (in shares) | shares | 4,312,500 | [1] |
Basic and diluted net loss per ordinary shares (in dollars per share) | $ / shares | $ 0 | |
[1] | On November 13, 2020, the Sponsor effected a surrender of 1,437,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 4,312,500 shares. All share and per-share amounts have been retroactively restated to reflect the share transactions (see Note 5). As a result of the underwriter's election to fully exercise their over-allotment option on November 25, 2020, no Class B ordinary shares are currently subject to forfeiture (see Note 5). |
CONDENSED STATEMENT OF OPERAT_2
CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - Class B Ordinary Shares [Member] - shares | Nov. 13, 2020 | Nov. 25, 2020 | Sep. 30, 2020 |
Earnings Per Share, Basic and Diluted [Abstract] | |||
Ordinary shares, shares outstanding (in shares) | 4,312,500 | ||
Ordinary shares subject to forfeiture (in shares) | 562,500 | ||
Subsequent Event [Member] | |||
Earnings Per Share, Basic and Diluted [Abstract] | |||
Ordinary shares subject to forfeiture (in shares) | 0 | ||
Founder Shares [Member] | Subsequent Event [Member] | |||
Earnings Per Share, Basic and Diluted [Abstract] | |||
Number of shares surrendered (in shares) | 1,437,500 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited) - 1 months ended Sep. 30, 2020 - USD ($) | Common Stock [Member]Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | |
Beginning balance at Aug. 19, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Aug. 19, 2020 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 431 | 24,569 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | [1] | 4,312,500 | |||
Net loss | $ 0 | 0 | (5,000) | (5,000) | |
Ending balance at Sep. 30, 2020 | $ 431 | $ 24,569 | $ (5,000) | $ 20,000 | |
Ending balance (in shares) at Sep. 30, 2020 | 4,312,500 | ||||
[1] | On November 13, 2020, the Sponsor effected a surrender of 1,437,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 4,312,500 shares. All share and per-share amounts have been retroactively restated to reflect the share transactions (see Note 5). As a result of the underwriter's election to fully exercise their over-allotment option on November 25, 2020, no Class B ordinary shares are currently subject to forfeiture (see Note 5). |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) - Class B Ordinary Shares [Member] - shares | Nov. 13, 2020 | Nov. 25, 2020 | Sep. 30, 2020 |
Shareholder's Equity | |||
Ordinary shares, shares outstanding (in shares) | 4,312,500 | ||
Ordinary shares subject to forfeiture (in shares) | 562,500 | ||
Subsequent Event [Member] | |||
Shareholder's Equity | |||
Ordinary shares subject to forfeiture (in shares) | 0 | ||
Founder Shares [Member] | Subsequent Event [Member] | |||
Shareholder's Equity | |||
Number of shares surrendered (in shares) | 1,437,500 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 1 Months Ended |
Sep. 30, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (5,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Payment of formation costs through issuance of Class B ordinary shares | 5,000 |
Net cash used in operating activities | 0 |
Net Change in Cash | 0 |
Cash - Beginning | 0 |
Cash - Ending | 0 |
Non-cash investing and financing activities: | |
Deferred offering costs included in accrued offering costs | 62,450 |
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares | 20,000 |
Deferred offering costs paid through promissory note - related party | $ 4,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS L&F Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses 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 September 30, 2020, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through September 30, 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2020. On November 23, 2020, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $150,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated private placements of an aggregate of 6,859,505 warrants (the “Private Placement Warrants”) to JAR Sponsor, LLC (the “Sponsor”) and Jefferies LLC at a price of $1.00 per Private Placement Warrant and approximately $1.21 per Private Placement Warrant, respectively, generating gross proceeds of approximately $7,250,002, which are described in Note 4. Following the closing of the Initial Public Offering on November 23, 2020, an amount of approximately $152,250,002 ($10.15 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 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 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On November 25, 2020, the underwriter fully exercised its over-allotment option, resulting in an additional 2,250,000 Units issued for an aggregate amount of $22,500,000. In connection with the underwriter’s full exercise of its over-allotment option, the Company also consummated the sale of an additional 728,925 Private Placement Warrants to the Sponsor and Jefferies LLC at $1.00 per Private Placement Warrant and approximately $1.21 per Private Placement Warrant, respectively, generating total proceeds of $787,500. A total of approximately $22,837,500 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to approximately $175,087,500. Transaction costs amounted to $10,050,665, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $563,165 of other offering costs. In addition, at November 23, 2020, cash of $1,480,035 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. 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 deferred underwriting commissions and taxes payable on the interest 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 $10.15 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 amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination 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 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. 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 business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until November 23, 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The 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 underwriter has 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 $10.15. 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) $10.15 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 $10.15 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 underwriter 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering dated November 18, 2020 and as filed with the SEC, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on November 23, 2020 and November 30, 2020. The interim results for the period from August 20, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected for the period ending December 31, 2020 or for any future periods. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed 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. 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 and cash equivalents as of September 30, 2020. Deferred Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $10,050,665 were charged to shareholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of September 30, 2020, there were $86,450 of deferred offering costs recorded in the accompanying condensed balance sheet. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 562,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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 condensed 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 condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2020 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. In connection with the underwriter’s full exercise of the over-allotment option on November 25, 2020, the Company sold an additional 2,250,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2020 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,000,000 and Jefferies LLC purchased an aggregate of 1,859,505 Private Placement Warrants at a price of approximately $1.21 per Private Placement Warrant, for an aggregate purchase price of approximately $2,250,002. In connection with the underwriter’s full exercise of its over-allotment option, the Company also consummated the sale of an additional 728,925 Private Placement Warrants, 450,000 of which were sold to the Sponsor $1.00 per Private Placement Warrant and 278,925 of which were sold to Jefferies LLC at approximately $1.21 per Private Placement Warrant, respectively, generating total proceeds of $787,500. 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 was 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. In accordance with FINRA Rule 5110(g)(8)(A), the Private Placement Warrants purchased by Jefferies LLC will not be exercisable for more than five years from the effective date of the registration statement filed in connection with the Company’s Initial Public Offering for so long as they are held by the Jefferies LLC. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On August 28, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). On November 13, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding to 4,312,500 shares. The Founder Shares included an aggregate of up to 562,500 shares that were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise their over-allotment option on November 25, 2020, no Founder Shares are currently subject to forfeiture. 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, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Support Agreement Commencing on November 18, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. Promissory Note — Related Party On August 28, 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 bearing and payable on the earlier of (i) June 30, 2021 or (ii) the completion of the Initial Public Offering. As of September 30, 2020, there was $4,000 outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $64,126 was repaid at the closing of the Initial Public Offering on November 23, 2020. 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 $1,500,000 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 September 30, 2020, the Company had no outstanding borrowings under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration and Shareholders Rights Pursuant to a registration and shareholders rights agreement entered into on November 23, 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 have registration rights to require the Company to register a sale of any of securities held by them. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. 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. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On November 25, 2020, the underwriter fully exercised its over-allotment option to purchase an additional 2,250,000 Units at a price of $10.00 per Unit. The underwriter is entitled to a deferred fee of $0.35 per Unit, or $5,250,000 in the aggregate. As a result of the underwriter's election to fully exercise its over-allotment option on November 25, 2020, the underwriter is now entitled to a deferred fee of $6,037,500. The deferred fee will become payable to the underwriter 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. |
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
SHAREHOLDER'S EQUITY [Abstract] | |
SHAREHOLDER'S EQUITY | NOTE 7 — SHAREHOLDER’S EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after completion of this offering, plus the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue 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 best 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. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business 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. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best 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; 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 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ■ in whole and not in part; ■ at a price of $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 equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption of the warrant holders; and ■ if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. 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 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 the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $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, except as described above, so long as they are held by the initial purchasers, Jefferies LLC or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers, Jefferies LLC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Further, in accordance with FINRA Rule 5110(g)(8)(A), the Private Placement Warrants purchased by Jefferies LLC will not be exercisable for more than five years from the effective date of the registration statement filed in connection with the Company’s Initial Public Offering for so long as they are held by the Jefferies LLC. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — 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. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering dated November 18, 2020 and as filed with the SEC, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on November 23, 2020 and November 30, 2020. The interim results for the period from August 20, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected for the period ending December 31, 2020 or for any future periods. |
Use of Estimates | Use of Estimates The preparation of condensed 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. 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 and cash equivalents as of September 30, 2020. |
Deferred Offering Costs | Deferred Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $10,050,665 were charged to shareholder’s equity upon the completion of the Initial Public Offering (see Note 1). As of September 30, 2020, there were $86,450 of deferred offering costs recorded in the accompanying condensed balance sheet. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Loss per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 562,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
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 $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Nov. 25, 2020 | Nov. 23, 2020 | Sep. 30, 2020 |
Proceeds from Issuance of Equity [Abstract] | |||
Transaction costs | $ 86,450 | ||
Subsequent Event [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Net proceeds from Initial Public Offering and Private Placement | $ 152,250,002 | ||
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10.15 | ||
Amount deposited in Trust Account | $ 22,837,500 | ||
Aggregate amount held in Trust Account | 175,087,500 | ||
Transaction costs | 10,050,665 | ||
Underwriting fees | 3,450,000 | ||
Deferred underwriting fees | 6,037,500 | ||
Other offering costs | 563,165 | ||
Cash held outside of trust account | $ 1,480,035 | ||
Maximum [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) | $ 10.15 | ||
Amount of interest to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrant [Member] | Subsequent Event [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Warrants issued (in shares) | 728,925 | 6,859,505 | |
Gross proceeds from issuance of warrants | $ 787,500 | $ 7,250,002 | |
Private Placement Warrant [Member] | Sponsor [Member] | Subsequent Event [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Share Price (in dollars per share) | $ 1 | $ 1 | |
Warrants issued (in shares) | 450,000 | 5,000,000 | |
Gross proceeds from issuance of warrants | $ 5,000,000 | ||
Private Placement Warrant [Member] | Jefferies LLC [Member] | Subsequent Event [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Share Price (in dollars per share) | $ 1.21 | $ 1.21 | |
Warrants issued (in shares) | 278,925 | 1,859,505 | |
Gross proceeds from issuance of warrants | $ 2,250,002 | ||
Initial Public Offering [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Deferred underwriting fees | $ 5,250,000 | ||
Initial Public Offering [Member] | Public Shares [Member] | Subsequent Event [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 15,000,000 | ||
Share Price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 150,000,000 | ||
Redemption price (in dollars per share) | $ 10.15 | ||
Over-Allotment Option [Member] | Public Shares [Member] | Subsequent Event [Member] | |||
Proceeds from Issuance of Equity [Abstract] | |||
Units issued (in shares) | 2,250,000 | ||
Share Price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ 22,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 1 Months Ended | |
Sep. 30, 2020 | Nov. 25, 2020 | |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 0 | |
Deferred Offering Costs [Abstract] | ||
Deferred offering costs | 86,450 | |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | 0 | |
Accrued interest and penalties | 0 | |
Tax provision | $ 0 | |
Subsequent Event [Member] | ||
Deferred Offering Costs [Abstract] | ||
Deferred offering costs | $ 10,050,665 | |
Class B Ordinary Shares [Member] | ||
Net Loss Per Ordinary Share [Abstract] | ||
Ordinary shares subject to forfeiture (in shares) | 562,500 | |
Class B Ordinary Shares [Member] | Subsequent Event [Member] | ||
Net Loss Per Ordinary Share [Abstract] | ||
Ordinary shares subject to forfeiture (in shares) | 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Nov. 25, 2020 | Nov. 23, 2020 | Sep. 30, 2020 |
Initial Public Offering [Member] | Public Shares [Member] | Subsequent Event [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 15,000,000 | ||
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 | ||
Warrants exercise price (in dollars per share) | $ 11.50 | ||
Initial Public Offering [Member] | Class A Ordinary Shares [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] | Subsequent Event [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 2,250,000 | ||
Unit price (in dollars per share) | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement Warrant [Member] - USD ($) | Nov. 25, 2020 | Nov. 23, 2020 | Sep. 30, 2020 |
Private Placement Warrants [Abstract] | |||
Number of securities called by each warrant (in shares) | 1 | ||
Warrants exercise price (in dollars per share) | $ 11.50 | ||
Subsequent Event [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 728,925 | 6,859,505 | |
Gross proceeds from issuance of warrants | $ 787,500 | $ 7,250,002 | |
Sponsor [Member] | Subsequent Event [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 450,000 | 5,000,000 | |
Share Price (in dollars per share) | $ 1 | $ 1 | |
Gross proceeds from issuance of warrants | $ 5,000,000 | ||
Jefferies LLC [Member] | Subsequent Event [Member] | |||
Private Placement Warrants [Abstract] | |||
Warrants issued (in shares) | 278,925 | 1,859,505 | |
Share Price (in dollars per share) | $ 1.21 | $ 1.21 | |
Gross proceeds from issuance of warrants | $ 2,250,002 |
RELATED PARTY TRANSACTIONS, Fou
RELATED PARTY TRANSACTIONS, Founder Shares (Details) | Nov. 13, 2020shares | Aug. 28, 2020USD ($)shares | Sep. 30, 2020$ / sharesshares | Nov. 25, 2020shares |
Founder Shares [Abstract] | ||||
Stock conversion basis at time of business combination | 1 | |||
Class A Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, shares outstanding (in shares) | 0 | |||
Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Ordinary shares, shares outstanding (in shares) | 4,312,500 | |||
Founder Shares [Member] | Class B Ordinary Shares [Member] | Subsequent Event [Member] | ||||
Founder Shares [Abstract] | ||||
Number of shares surrendered (in shares) | 1,437,500 | |||
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [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 Shares [Member] | Minimum [Member] | ||||
Founder Shares [Abstract] | ||||
Share price (in dollars per share) | $ / shares | $ 12 | |||
Threshold period after initial Business Combination | 150 days | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Founder Shares [Abstract] | ||||
Proceeds from issuance of stock | $ | $ 25,000 | |||
Shares issued (in shares) | 5,750,000 | |||
Ownership interest, as converted percentage | 20.00% | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Subsequent Event [Member] | ||||
Founder Shares [Abstract] | ||||
Number of shares surrendered (in shares) | 1,437,500 | |||
Number of shares subject to forfeiture (in shares) | 0 | |||
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member] | ||||
Founder Shares [Abstract] | ||||
Number of shares subject to forfeiture (in shares) | 562,500 |
RELATED PARTY TRANSACTIONS, Adm
RELATED PARTY TRANSACTIONS, Administrative Support Agreement, Promissory Note and Related Party Loans (Details) - USD ($) | Nov. 23, 2020 | Nov. 18, 2020 | Aug. 28, 2020 | Sep. 30, 2020 |
Sponsor [Member] | Administrative Support Agreement [Member] | Maximum [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 10,000 | |||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 300,000 | |||
Related party outstanding borrowings | $ 4,000 | |||
Sponsor [Member] | Promissory Note [Member] | Subsequent Event [Member] | ||||
Related Party Transactions [Abstract] | ||||
Repayment of debt to related party | $ 64,126 | |||
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 outstanding borrowings | $ 0 | |||
Share Price (in dollars per share) | $ 1 | |||
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 1,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Nov. 25, 2020USD ($)$ / sharesshares | Nov. 23, 2020$ / sharesshares | Sep. 30, 2020USD ($)Demand$ / shares |
Subsequent Event [Member] | |||
Underwriting Agreement [Abstract] | |||
Deferred underwriting fees | $ | $ 6,037,500 | ||
Maximum [Member] | |||
Registration and Stockholder Rights [Abstract] | |||
Number of demands eligible security holder can make | Demand | 3 | ||
Initial Public Offering [Member] | |||
Underwriting Agreement [Abstract] | |||
Deferred underwriter fee discount (in dollars per share) | $ / shares | $ 0.35 | ||
Deferred underwriting fees | $ | $ 5,250,000 | ||
Initial Public Offering [Member] | Public Shares [Member] | Subsequent Event [Member] | |||
Underwriting Agreement [Abstract] | |||
Units issued (in shares) | shares | 15,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Initial Public Offering [Member] | Public Shares [Member] | Maximum [Member] | Subsequent Event [Member] | |||
Underwriting Agreement [Abstract] | |||
Units Granted During Period, New Issues | shares | 2,250,000 | ||
Over-Allotment Option [Member] | |||
Underwriting Agreement [Abstract] | |||
Sale of stock underwriter option term | 45 days | ||
Over-Allotment Option [Member] | Public Shares [Member] | Subsequent Event [Member] | |||
Underwriting Agreement [Abstract] | |||
Units issued (in shares) | shares | 2,250,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 |
SHAREHOLDER'S EQUITY, Preferred
SHAREHOLDER'S EQUITY, Preferred Shares and Ordinary Shares (Details) | 1 Months Ended |
Sep. 30, 2020Vote$ / sharesshares | |
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 |
Preferred stock, shares outstanding (in shares) | 0 |
Stock conversion basis at time of business combination | 1 |
Stock conversion percentage threshold | 20.00% |
Class A Ordinary Share [Member] | |
Stockholders' Equity [Abstract] | |
Ordinary shares, shares authorized (in shares) | 500,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares issued (in shares) | 0 |
Ordinary shares, shares outstanding (in shares) | 0 |
Voting right per share | Vote | 1 |
Class B Ordinary Shares [Member] | |
Stockholders' Equity [Abstract] | |
Ordinary shares, shares authorized (in shares) | 50,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares issued (in shares) | 4,312,500 |
Ordinary shares, shares outstanding (in shares) | 4,312,500 |
Voting right per share | Vote | 1 |
SHAREHOLDER'S EQUITY, Warrants
SHAREHOLDER'S EQUITY, Warrants (Details) | 1 Months Ended |
Sep. 30, 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 Share [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 Share [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 Share [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.01 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 30 days |
Number of trading days | 20 days |
Redemption of Warrants When Price Exceeds $18.00 [Member] | Class A Ordinary Share [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 18 |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Share [Member] | |
Warrants [Abstract] | |
Warrant redemption price (in dollars per share) | $ 0.10 |
Notice period to redeem warrants | 30 days |
Trading day threshold period | 30 days |
Number of trading days | 20 days |
Redemption of Warrants When Price Exceeds $10.00 [Member] | Class A Ordinary Share [Member] | Minimum [Member] | |
Warrants [Abstract] | |
Share price (in dollars per share) | $ 10 |